Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities)governmental authorities, including regulatory filings with the FDA, as necessary for FDA with respect to the Development Companion Diagnostic or Commercialization AC220; (b) prosecuting or defending litigation and/or arbitration arising out of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationthis Agreement; (c) prosecuting or defending litigation; (d) complying with Applicable Lawapplicable Laws, including regulations promulgated by governmental agencies or national securities exchanges, court order, and administrative subpoena or order; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (fd) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology employees or agents only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article 12 10 prior to any such disclosure;; or (ge) disclosure of the material terms of this Agreement and/or any results or reports made under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner partner, licensee, sublicensee or other potential or actual financial or commercial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article 12 10 (except with a minimum duration of five (5) years) prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a10.2(a), 12.2(c10.2(b) or 12.2(d10.2(c), it will, except where impracticable, shall give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action actions to avoid disclosure of Confidential Information hereunder, including reasonable measures to ensure that no unauthorized disclosure is made by others to whom access to such information is granted. Nothing in Sections 12.1 Each Party will promptly notify the other Party upon discovery of any unauthorized use 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 disclosure of the transactions relating to such Party that are based on or 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 extent that nondisclosure Confidential Information of such matters is reasonably necessary in order to comply with applicable securities lawsother Party.

Authorized Disclosure. Each 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 in the following instances: 4.3.1 if disclosed to governmental or other Party regulatory agencies in order to obtain patents or to gain or maintain approval to conduct Clinical Trials or to market Product, but such disclosure may be only to the extent such disclosure is reasonably necessary to obtain patents or authorizations in a manner consistent with rights granted under this Agreement; 4.3.2 if deemed necessary by Arvinas to be disclosed to (i) its Affiliates, agent(s), consultant(s), or other Third Parties for the following situations: (a) filing or prosecuting Patents conduct of the Research Program in accordance with Article 9; the terms of this Agreement, (bii) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required Yale University in connection with any filingArvinas’ obligations and rights under the Yale Agreement, application or request (iii) as reasonably appropriate in connection with the exercise of the rights granted hereunder with respect to Arvinas Technology Improvements or Joint Information and Inventions, or if deemed necessary by Pfizer to be disclosed to its Related Parties, Affiliates, agent(s), consultant(s), or other Third Parties for Regulatory Approvalthe Development, Manufacturing Commercialization or use of Compound or Product (or for such entities to determine their interest in performing such activities) in accordance with the terms of this Agreement, in all cases on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, however, that reasonable measures will the term of confidentiality for such Third Parties shall be taken no less than [**] and that the Receiving Party shall remain responsible for any failure by any Person who receives Information pursuant to assure confidential treatment of this Article 4 to treat such informationInformation as required under this Article 4; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated 4.3.3 if deemed necessary by securities exchanges; (e) subject counsel to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure the Receiving Party to its Affiliates, employees, agentsbe disclosed to such Party’s attorneys, independent contractorsaccountants or financial advisors for the sole purpose of enabling such attorneys, licensors independent accountants or financial advisors to provide advice to the Receiving Party, on the condition that such attorneys, independent accountants and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must financial advisors agree to be bound by, or are bound by obligations of ethical rules to comply with, the confidentiality and non-use at least as equivalent obligations contained in scope as this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less restrictive than those set forth in this Article 12 prior to any such disclosure[**]; 4.3.4 prosecuting or defending litigation; or 4.3.5 subject to Sections 4.4 and 4.5, complying with applicable Laws (g) disclosure including the rules and regulations of the material terms 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. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the Receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the Receiving Party. Information that is disclosed in accordance with this Agreement Section 4.3 shall remain otherwise subject to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of the confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in provisions of this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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, 4 except to the extent that nondisclosure such permitted disclosure results in a public disclosure of such matters is reasonably necessary in order to comply with applicable securities lawsinformation (otherwise than by breach of this Agreement).

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) a. filing or prosecuting Patents in accordance with Article 98; (b) subject to Section 12.3, b. regulatory filings and other filings with Governmental Authorities governmental authorities (including Regulatory Authoritiesregulatory authorities), including filings with the FDAU.S. Food and Drug Administration, as necessary for the Development or Commercialization development and/or commercialization of a Licensed Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) c. prosecuting or defending litigation; (d) d. complying with Applicable Lawapplicable law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) e. disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as to and no less restrictive than those set forth in this Article 12 11 prior to any such disclosure;; and (g) f. disclosure of the material terms of this Agreement Agreement, the state of development of Licensed Products, certain blinded data generated under this Agreement, in each case to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as to and no less restrictive than those set forth in this Article 12 11 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d)Information, it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information of the Disclosing Party hereunder. Nothing in Sections 12.1 Section 11.1 or 12.2 11.2 shall limit either a 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Notwithstanding Section 11.1, each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.311.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.311.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx BN Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 11 prior to any such disclosure; (g) disclosure of the material terms of this Agreement (or a redacted copy of this Agreement) to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partnerpartner or their agents; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 11 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 11 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 11 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayeddisclosure; and (j) disclosure pursuant to Section 12.511.4. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a11.2(a), 12.2(c11.2(c) or 12.2(d11.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing in Sections 12.1 11.1 or 12.2 11.2 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx CytomX Technology or Product Specific Patents only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, [***], and yet further provided that disclosures of Joint Inventions by either Party do not require such restrictions; (g) disclosure of the material terms of this Agreement (including its material terms) to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner, and others on a reasonable need-to-know basis; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx CytomX shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder, except as permitted in this Section 12.2. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each (a) If, based upon the advice of legal counsel skilled in the subject matter, a Party is required to disclose specific Confidential Information of the other Party to comply with an applicable law, regulation, legal process, or order of a government authority or court of competent jurisdiction, the Party may disclose such Confidential Information only to the entity or person required to receive such disclosure; provided, however, that the Party required to disclose such Confidential Information shall (a) to the extent permitted by such law, regulation, process, order or rules, first have given prompt (but in no event less than five (5) business days) advance notice to such other 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, (b) furnish only the portion of the Confidential Information which is legally required to be disclosed; (c) use all reasonable efforts to secure confidential protection of such Confidential Information, and (d) continue to perform its obligations of confidentiality and non-use set out in this Article 9. (b) MirnaRx (and its Affiliates and Sublicensees) may disclose Confidential Information of Marina Bio to Regulatory Authorities to the extent such disclosure is reasonably necessary in regulatory filings required for the development and/or commercialization of Licensed Products. In addition, each Party may disclose Confidential Information belonging to of the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) instances: filing or prosecuting Patents in accordance with Article 9; (b) subject prosecuting, patents as permitted by this Agreement; and disclosure to Section 12.3Affiliates and Sublicensees and potential Sublicensees or other similar commercial partners, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary who need to know such information for the Development development, manufacture and commercialization of Licensed Products, to bankers, lawyers, accountants, agents or Commercialization of a Product, as required other Third Parties in connection with any filingdue diligence or similar investigations, application and to potential Third Party investors in confidential financing documents or request for Regulatory Approvalpotential acquirers or merger partners in confidence pursuant to due diligence; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be any such Sublicensee, licensee, contractor, employee, consultant, banker, lawyer, accountant, agent or Third Party is bound by obligations of confidentiality and non-use at least as equivalent in scope restrictive as and no less restrictive than those set forth in this Article 12 prior to any such herein. In the case of each disclosure; (g) disclosure of , the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any Party making such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure obtain confidential treatment of any such information. In any eventdisclosure, the Parties agree to take all reasonable action to avoid disclosure of and shall not disclose Confidential Information hereunder. 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 other Party that are based on or derived from other than is reasonably necessary. [***] Certain information in this Agreement, as well as all materials of any kind (including opinions or other tax analyses) relating to such tax document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment or tax structure, except has been requested with respect to the extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities lawsomitted portions.

Authorized Disclosure. Each Party party may disclose Confidential Information belonging to the other Party party to the extent such disclosure is reasonably necessary in the following situationsinstances: (a) filing or prosecuting Patents in accordance with Article 9as permitted by this Agreement; (b) subject to Section 12.3, regulatory filings and other filings for Products such party has a license or right to develop hereunder or otherwise conducting development and/or commercialization activities in accordance with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationthis Agreement; (c) prosecuting or defending litigationlitigation as permitted by this Agreement; (d) complying with Applicable Law, including regulations promulgated by securities exchanges;applicable court orders or governmental regulations; and (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, sublicensees, licensors (including DAP), contractors, employees, agentsconsultants, independent contractorsbankers, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely lawyers, accountants, agents or other Third Parties in connection with the performance of this Agreementdue diligence or similar investigations by such Third Parties, provided and disclosure to potential Third Party investors in confidential financing documents; provided, in each case, that each disclosee must any such Affiliate, sublicensee, contractor, employee, consultant, banker, lawyer, accountant, agent or Third Party agrees to be bound by obligations terms of confidentiality and non-use at least as equivalent comparable in scope as and no less restrictive than to those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.511. 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 12.2(a), 12.2(cSection 11.3(c) or 12.2(d(d), it will, except where impracticable, give reasonable advance notice to the other Party party of such disclosure and use reasonable efforts to secure confidential treatment of such 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 parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing in Sections 12.1 or 12.2 shall limit either Party The parties will consult with each other on the provisions of this Agreement to be redacted in any way from disclosing to any Third Party such Party’s U.S. filings made by the parties with the Securities and Exchange Commission or foreign income tax treatment and the U.S. or foreign income tax structure of the transactions relating to such Party that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities lawsotherwise required by law.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx CytomX Technology or Product Specific Patents only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding confidentiality and non-use may be limited to seven (7) years after the date of disclosure to the disclosee, and yet further provided that disclosures of Joint Inventions by either Party do not require such restrictions; (g) disclosure of the material terms of this Agreement (including its material terms) to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner, and others on a reasonable need-to-know basis; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx CytomX shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder, except as permitted in this Section 12.2. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding confidentiality and non-use may be limited to seven (7) years after the date of disclosure to the disclosee; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding confidentiality and non-use may be limited to seven (7) years after the date of disclosure to the disclosee; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. 8.2.1 Each Party party may disclose Confidential Information belonging to the other Party party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (b) in the case of Juno as the Receiving Party, filing or prosecuting patents and patent applications; (c) in the case of Juno as the Receiving Party, regulatory filings with Competent Authorities for purposes of obtaining Registrations for Products; [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (d) complying with Applicable Lawapplicable laws and regulations, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its AffiliatesAffiliates and potential or actual sublicensees, and any of its and their directors, officers, employees, agents, partners, including limited partners, and independent contractors, licensors and any Sublicensees of the Ambrx Technology bona fide potential or actual licensees or collaborators only on a need-to-know basis and solely as necessary in connection with the performance of, and exercise of rights under, this Agreement, ; provided that each disclosee Person receiving such Confidential Information must be bound by written obligations of confidentiality and non-use at least as equivalent restrictive in scope as and no less restrictive than those set forth in this Article 12 8 prior to any such disclosure;; and (gf) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner partner, or other potential or actual financial partner; provided that each disclosee Person receiving such Confidential Information must be bound by written obligations of confidentiality and non-use at least as equivalent restrictive in scope as and no less restrictive than those set forth in this Article 12 8 prior to any such disclosure;. (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5. 8.2.2 Notwithstanding the foregoing, in the event a Receiving Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 12.2(aSection 8.2.1(a) or 8.2.1(d), 12.2(csuch Receiving Party will (i) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure in order to provide the Disclosing Party an opportunity to take legal action to prevent or limit such disclosure, and (ii) use reasonable efforts to secure confidential treatment of such information. In any event, the Parties parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing in Sections 12.1 In connection with any disclosures of Confidential Information pursuant to Section 8.2.1(e) or 12.2 shall limit either 8.2.1(f), the Receiving Party in will be responsible for any way from disclosing breaches of the confidentiality obligations hereunder by any such Persons to any Third whom the Receiving Party such discloses the Disclosing Party’s U.S. or foreign income tax treatment and the U.S. or foreign income tax structure of the transactions relating to Confidential Information under such Party that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities lawssubsections.

Authorized Disclosure. Each Party (a) Either party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (ci) prosecuting or defending litigation; (dii) complying with Applicable Lawapplicable laws and regulations, including regulations promulgated by securities exchanges; (eiii) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchangesa valid order of a court of competent jurisdiction or other Governmental Entity; (fiv) for regulatory, Tax or customs purposes; (v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-use prior to any such disclosure; (vi) disclosure to its Affiliates, employees, agents, independent contractors, licensors Affiliates and any Sublicensees of the Ambrx Technology only Representatives on a need-to-know basis and solely in connection with the performance of this Agreementbasis, provided that each disclosee such recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use at least as equivalent in scope stringent as and no less restrictive than those set forth in this Article 12 imposed upon the Parties pursuant to Section 7.1 prior to any such disclosure; (gvii) upon the prior written consent of the Receiving Party; (viii) disclosure to its actual or potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the material terms of this Agreement extent customarily required to any bona fide potential consummate such investment, financing transaction partnership, collaboration or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided acquisition and that each disclosee recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure;; or (hix) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound as contemplated by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure;Section 9.6. (ib) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5. Notwithstanding the foregoing, in the event a the Disclosing Party is required to make a disclosure of the other Receiving Party’s Confidential Information pursuant to Sections 12.2(a7.2(a)(i), 12.2(c(ii), (iii) or 12.2(d(iv), it will, except where impracticable, give reasonable advance notice to the other Receiving Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Buyer shall not file any patent application based upon or using the Confidential Information of Seller provided hereunder. Nothing . (c) Notwithstanding anything set forth 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 that are based on or derived from this Agreement, as well as all including Section 7.2, materials of any kind (including opinions or other tax analyses) and documentation relating to such tax treatment the Seller’s Intellectual Property Rights may be only disclosed to or tax structureaccessed by Buyer and its attorneys and auditors, except without further disclosure to the extent that nondisclosure any other Representative of such matters is reasonably necessary in order to comply with applicable securities lawsBuyer.

Authorized Disclosure. Each The Receiving Party may disclose Confidential Information belonging to the other Disclosing Party or its Affiliates only to the extent such disclosure is reasonably necessary in the following situationsinstances: (a) filing 12.3.1 filing, prosecuting, maintaining, enforcing or prosecuting defending Patents in accordance with Article 9as permitted by this Agreement; (b) 12.3.2 as reasonably required in generating Regulatory Filings and filing for and obtaining Regulatory Approvals as permitted by this Agreement; 12.3.3 prosecuting or defending litigation or arbitration, including responding to a subpoena in a Third Party litigation or arbitration; 12.3.4 subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.312.5, complying with Applicable LawLaws (including the rules and regulations of the U.S. Securities and Exchange Commission or any national securities exchange) and with judicial process, including regulations promulgated as a result of any actions taken by securities exchanges;a Party not in violation of this Agreement; and 12.3.5 with respect to Confidential Information that is not a Fate Confidential Method or Xxxxxxx Confidential Method, disclosure, solely on a “need to know basis”, to Affiliates, potential or actual acquirers, merger partners, or assignees, Third Party collaborators (f) disclosure to its Affiliatesincluding Sublicensees), contractors or services providers regarding Collaboration Candidates or Licensed Products, investment bankers, investors, lenders, or other potential financial partners, consultants, agents and advisors, and the Receiving Party’s directors, officers, employees, contractors and agents, independent contractors, licensors and any Sublicensees each of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must whom prior to disclosure shall be bound by obligations of confidentiality and non-restrictions on use at least as equivalent in scope as and of such Confidential Information that are no less restrictive than those set forth the obligations in this Article 12 prior ARTICLE 12; provided, however, that in the case of disclosures made to any such disclosure; (g) disclosure clinical trial sites, investigators, CROs or other Third Parties directly involved in the Research and Development of the material terms of this Agreement to any bona fide potential Collaboration Candidates or actual investorLicensed Products, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by the duration for the obligations of confidentiality and non-use at least as equivalent provided in scope as and no less restrictive than those set forth in this Article 12 prior to any the Receiving Party’s agreement with such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investorclinical trial sites, stockholderinvestigators, investment banker, acquirer, merger partner CROs or other potential or actual financial partner; provided that each disclosee must Third Parties may be bound by less than the duration for the obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any Agreement so long as such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by agreement specifies a duration for the obligations of confidentiality and non-restrictions on use at least of Confidential Information that are consistent with such obligations and restrictions agreed to by the Receiving Party in the ordinary course of business under similar circumstances; and provided further, 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 12.3.5 to treat such Confidential Information as equivalent required under this ARTICLE 12. If and whenever any Confidential Information is disclosed in scope as and no less restrictive than those 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 the exceptions set forth in this Article 12 prior Section 12.2.1 or Section 12.2.4 apply to any such disclosure Confidential Information. Where reasonably possible and (B) any such disclosure by Ambrx shall be legally permitted and subject to BMS’ prior written approvalSection 12.5, such approval not the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to be unreasonably withheld, conditioned or delayed; and (j) make a disclosure pursuant to Section 12.512.3.3 or 12.3.4, 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 Confidential Information. Notwithstanding In this case, the foregoingReceiving Party must reasonably cooperate with the Disclosing Party’s efforts, in including by using not less than the same efforts to secure confidential treatment of such information as it would to protect its own confidential information from disclosure (but not less than reasonable efforts). In the event a Party is required intends to make a disclosure of the other Party’s or its Affiliate’s Confidential Information pursuant to Sections 12.2(a), 12.2(c) or 12.2(d)Section 12.3.5 to a Third Party, it will, except where impracticable, will give reasonable advance notice to the other Party reasonable advance notice of and information regarding the nature of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities lawsdisclosure.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 910; (b) subject to Section 12.38(3), regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a ProductCommercialization, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.38(3), complying with Applicable LawLaws, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agentsAuthorized Persons, independent contractors, licensors and any Sublicensees of the Ambrx Technology (including prospective Sublicensees), but only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each aforementioned disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 8 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each aforementioned disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 8 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each aforementioned disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 8 prior to any such disclosure; (i) disclosure of certain any blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each aforementioned disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 8 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayeddisclosure; and (j) disclosure pursuant to Section 12.55(3)). Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a8(2)(a), 12.2(c8(2)(b), 8(2)(c) or 12.2(d8(2)(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party Either party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (db) complying with Applicable Lawapplicable laws and regulations, including regulations promulgated by a global stock market or securities exchanges; (c) complying with a valid order of a court of competent jurisdiction or other Governmental Entity; (d) for regulatory, Tax or customs purposes; (e) subject for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchangesany such disclosure; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors Affiliates and any Sublicensees of the Ambrx Technology only Representatives on a need-to-know basis and solely in connection with the performance of this Agreementbasis, provided that each disclosee of such recipients of Confidential Information must be bound by customary obligations of confidentiality and non-use at least as equivalent in scope stringent as and no less restrictive than those set forth in this Article 12 imposed upon the parties pursuant to Section 8.1 prior to any such disclosure; (g) disclosure upon the prior written consent of the material terms Disclosing Party; or (h) disclosure to actual and potential licensees, acquirors, investors and other sources of this Agreement funding, including underwriters, debt financing, royalty financing partners, or co-investors, and their respective accountants, financial advisors and other professional representatives (“Financial Advisors”), provided, that such disclosure shall be made only to any bona fide potential the extent customarily required to consummate such investment, financing transaction, collaboration or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided acquisition and that each disclosee recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5. Notwithstanding the foregoingthat, in the event a the Receiving Party is required to make a disclosure of the other Disclosing Party’s Confidential Information pursuant to Sections 12.2(a8.2(a), 12.2(c(b), (c) or 12.2(d(d), it will, except where impracticable, give reasonable advance written notice to the other Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing in Sections 12.1 Buyer shall not file or 12.2 shall limit either Party in any way from disclosing to assist any Third Party such Party’s U.S. in filing any patent application based upon or foreign income tax treatment and using the U.S. or foreign income tax structure Confidential Information of the transactions relating Seller provided hereunder. The Receiving Party shall be liable to the Disclosing Party for any breach by its Affiliates or Representatives in the case of any disclosure made by a Receiving Party under Section 8.2(f) and any of its Financial Advisors in the case of any disclosure made by a Receiving Party under Section 8.2(h), if any such Party Person violates the terms of its confidentiality obligation or any of the terms set forth in this Agreement as if such Person was a party hereto. The Buyer hereby acknowledges that are based on the Seller may from time to time provide the Buyer with information that may constitute material non-public information with respect to itself and Licensees. Seller makes no representation or derived warranty and assumes no duty to inform Xxxxx whether any information delivered to Buyer pursuant to this Agreement constitutes material non-public information. The Buyer hereby agrees that it shall not, and shall cause its Affiliates or Representatives to not, trade any securities of the Seller or any Licensee while in possession of any information received by it from the Seller pursuant to this Agreement in violation of securities laws. Notwithstanding anything set forth in this Agreement, as well as all including this Section 8.2, materials of any kind (including opinions or other tax analyses) and documentation relating to such tax treatment the Seller’s Intellectual Property Rights may be only disclosed to or tax structureaccessed by Xxxxx and its attorneys, except without further disclosure to the extent that nondisclosure any other Representative of such matters is reasonably necessary in order to comply with applicable securities lawsBuyer.

Authorized Disclosure. Each A Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situationsinstances: (a) filing Filing or prosecuting Patents in accordance with Article 9relating to Joint Inventions and Sole Inventions; (b) subject Regulatory filings relating to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationLicensed Products; (c) prosecuting Prosecuting or defending litigationlitigation as permitted under this Agreement; (d) complying with Disclosure required by Applicable LawLaw or a valid court order, or by applicable rules or regulations of any regulatory body including regulations promulgated by securities exchangeswithout limitation the U.S. Securities and Exchange Commission or similar regulatory agency in a country other than the United States, or stock exchanges (such as Nasdaq); (e) subject to Section 12.3Disclosure, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this AgreementAgreement (and/or in the case of Company, provided that in connection with its monitoring of Licensee’s performance), to Affiliates, permitted sublicensees, and its and their employees, consultants, subcontractors, advisors, or agents, each disclosee of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article 12 11; (f) Disclosure to its potential investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that (i) such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition, (ii) each recipient of Confidential Information must be bound by customary obligations of confidentiality and nonuse, and (iii) no disclosures shall be made by Licensee under this Section 11.2(f) to competitors of Company except with Company’s prior to any such disclosure;written consent; and (g) disclosure In the case of the material terms Company, disclosures to RPI Finance Trust (“RPI”), as required by that certain Funding Agreement between Company and RPI, dated as of this Agreement January 7, 2018. With respect to any bona fide potential disclosures permitted under subsections (c) or actual investor(d) above, stockholder, investment banker, acquirer, merger partner or the Party making such disclosure shall give the other potential or actual financial partner; provided that each disclosee must be bound by obligations Party reasonable advance notice of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) , limit the disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investorthat actually required, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent cooperate in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant attempts to Sections 12.2(a), 12.2(c) obtain a protective order or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree information required to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities lawsbe disclosed.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 910; (b) subject to Section 12.38(3), regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a ProductCommercialization, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.38(3), complying with Applicable LawLaws, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agentsAuthorized Persons, independent contractors, licensors and any Sublicensees of the Ambrx Technology (including prospective Sublicensees), but only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each aforementioned disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 8 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each aforementioned disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information belonging to of the other Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following situationsinstances: (a) filing or prosecuting Patents in accordance with Article 9as permitted by this Agreement; (b) subject to Section 12.3enforcing such Party’s rights under this Agreement and in connection with, Marketing Approvals and other regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationcommunications;. (c) prosecuting or defending litigationlitigation as permitted by this Agreement; (d) complying with Applicable Lawapplicable court orders, including regulations promulgated by applicable laws, rules or regulations, or the limiting rules of any exchange on which the Receiving Party’s securities exchangesare traded; (e) subject disclosure to Section 12.3Affiliates, complying with Applicable Lawactual and potential licensees and sublicensees, including regulations promulgated employees, consultants or agents of the Receiving Party who have a 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 case, that any such Affiliate, actual or potential licensee or sublicensee, employee, consultant or agent agrees to be bound by securities exchangesterms of confidentiality and non-use comparable in scope to those set forth in this Article 6; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely Third Parties in connection with the performance of this Agreementdue diligence or similar investigations by such Third Parties, provided and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that each disclosee must any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use at least as equivalent in scope as and that are no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by confidentiality obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5herein. 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 12.2(a), 12.2(cSection 6.3(c) or 12.2(d6.3(d), it will, except where impracticableprohibited by applicable law, give reasonable advance notice to the other Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information at least as diligent as the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts. The Disclosing Party shall then have the right to disapprove of the disclosure, except where prohibited by applicable law, in the Disclosing Party’s reasonable judgment. In any event, the Parties agree Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such Party determines such disclosure is reasonably necessary in the following situations: (a) filing prosecuting or prosecuting Patents in accordance with Article 9defending litigation relating to this Agreement; (b) subject in the case of VIVUS, disclosure to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, Mitsubishi Tanabe Pharma Corporation as required in connection pursuant to VIVUS’ license agreement with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationMitsubishi Tanabe Pharma Corporation; (c) prosecuting in the case of VIVUS as the receiving Party, disclosure to its licensees, sublicensees, and collaborators with respect to the Product, but solely to the extent that such Confidential Information (i) raises any material concerns regarding the safety of any Product; (ii) indicates or defending litigationsuggests 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 regulatory approval of any Product in such licensee’s, sublicensee’s, or collaborator’s territory; provided that each such disclosee must be bound by obligations of confidentiality and non-use no less stringent than those set forth in Sections 13.2 and 13.3 prior to any such disclosure; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its and its Affiliates’ respective directors, officers, employees, agentsconsultants, independent contractorsattorneys, licensors professional advisors, lenders, insurers, service providers and any Sublicensees of the Ambrx Technology licensees only on a need-to-know basis and solely as necessary in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive stringent than those set forth in this Article 12 Sections 13.2 and 13.3 prior to any such disclosure;disclosure (it being understood that the receiving Party shall be liable for any breach of such confidentiality and non-use obligations by any such disclosee); and (ge) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner partner, or other potential or actual financial partnerpartner (and/or their respective consultants, attorneys, professional advisors) on a need-to-know basis and solely for the purpose of evaluating a potential investment, acquisition, merger, or similar transaction; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive stringent than those set forth in this Article 12 Sections 13.2 and 13.3 prior to any such disclosure; disclosure (h) disclosure it being understood that the receiving Party shall be liable for any breach of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of such confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to obligations by any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(adisclosee), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information belonging to of the other Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following situationsinstances: (a) filing or prosecuting Patents in accordance with Article 9as permitted by this Agreement; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities enforcing such Party’s rights under this Agreement (including Regulatory Authorities), including filings registering the licenses granted hereunder with the FDA, as necessary for the Development or Commercialization of a Product, as required applicable authorities) and in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;performing its obligations under this Agreement. (c) prosecuting or defending litigationlitigation as permitted by this Agreement; (d) complying with Applicable Lawapplicable court orders, including regulations promulgated by applicable laws, rules or regulations, or the listing rules of any exchange on which the Receiving Party’s securities exchangesare traded; (e) subject disclosure to Section 12.3Affiliates, complying with Applicable Lawactual and potential licensees and sub-licensees, including regulations promulgated employees, consultants or agents of the Receiving Party who have a 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 case, that any such Affiliate, actual or potential licensee or sub-licensee, employee, consultant or agent agrees to be bound by securities exchanges;terms of confidentiality an d non-use comparable in scope to those set forth in this Article 6; and (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely Third Parties in connection with the performance of this Agreementdue diligence or similar investigations by such Third Parties, provided and disclosure to potential Third Party investors or acquirers in confidential financing documents, provided, in each case, that each disclosee must any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5use. 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 12.2(a), 12.2(cSection 6.3(c) or 12.2(d6.3(d), it will, except where impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information at least as diligent as 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. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party Recipient may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations:situations:‌ (a) filing Disclosure in response to a valid order of a court or prosecuting Patents in accordance with Article 9;other governmental body;‌ (b) Disclosure to comply with applicable law, including regulations promulgated by securities exchanges;‌ (c) subject to Section 12.311.5, regulatory filings Regulatory Filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, provided however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation;Confidential Information;‌ (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors contractors and any Sublicensees of the Ambrx Technology subcontractors only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound in writing by obligations of confidentiality and non-use at least as equivalent disclosure and invention assignment obligations in scope as and no less restrictive than those set forth in this Article 12 accordance with Section 9.3 prior to any such disclosure; (ge) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner partner, collaborator, distributor, or other potential or actual financial partner; provided that in connection with such disclosure, the disclosing Party will use all reasonable efforts to inform each disclosee must be bound by obligations of confidentiality the confidential nature of such Confidential Information and non-use at least cause each disclosee to treat such Confidential Information as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure;confidential; and (hf) disclosure of the stage of any Development of Products under this Agreement results or status reports to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner collaborator or other potential or actual financial partner; provided that (Ai) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth out in this Article 12 11 prior to any such disclosure disclosure, and (Bii) any the disclosing Party submits the contents of such proposed disclosure by Ambrx shall to the other Party at least ten (10) days prior to such disclosure, but the disclosing Party will not be subject required to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5disclose the identity of the disclosee. Notwithstanding the foregoing, in the event if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(aSection 11.4(a), 12.2(c11.4(b) or 12.2(d11.4(c), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Licensed Compound or Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, provided that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (fe) disclosure to its Affiliates, employees, agents, independent contractors, licensors contractors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by written obligations of confidentiality and non-use at least equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of Confidential Information shall be as long as can be reasonably negotiated with such disclosee, but in any event no less than seven (7) years after the date of disclosure to the disclosee; Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (f) in the case of Exscientia, disclosure of the stage of Development of Licensed Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding the use and disclosure of such Confidential Information shall be no less than [****] years after the date of disclosure to the disclosee; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) , provided further that the term of such disclosee’s obligations regarding the use and disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must such Confidential Information shall be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior seven (7) years after the date of disclosure to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayedthe disclosee; and (jh) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing in Sections Section 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each (a) A Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situationsinstances, in each case, to the extent consistent with the terms of this Agreement: (ai) filing Filing or prosecuting Patents in accordance with Article 9Patent Rights; (bii) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Making Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationFilings; (ciii) prosecuting Prosecuting or defending litigation; (div) complying Complying with Applicable Law, including regulations promulgated by securities exchangesapplicable governmental regulations; (ev) subject to Section 12.3, complying Conducting business discussions with Applicable Law, including regulations promulgated by securities exchanges;Third Parties who potentially or actually enter into a Partnering Agreement with Nuvelo and who have signed confidentiality agreements consistent with this Article 10; and (fvi) disclosure to its AffiliatesMaking disclosures, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that to Affiliates and actual or prospective licensees, sublicensees, contractors, research collaborators, employees, consultants, or agents, each disclosee of whom before disclosure must be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article 12 prior to any such disclosure;10. Nuvelo and its sublicensees may also publicly disclose clinical data for use in connection with the marketing of Licensed Products in accordance with the customary practice of the pharmaceutical industry. (gb) disclosure of The Parties acknowledge that the material terms of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party to any bona fide investment bankers, investors, and potential or actual investorinvestors, stockholder, investment banker, acquirer, merger partner or lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirer or actual financial partner; provided that each disclosee must merger partners and potential acquirer or merger partners and Gilead and University License Equity Holdings, Inc. In addition, a copy of this Agreement may be bound filed by obligations of confidentiality either Party with the Securities and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to Exchange Commission if such filing is required by law or regulation. In connection with any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approvalfiling, such approval not Party shall endeavor to be unreasonably withheldobtain confidential treatment of economic and trade secret information, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to and shall provide the other Party of such disclosure and use reasonable efforts to secure with the proposed confidential treatment of request with reasonable time for such information. In any eventother Party to provide comments, which comments shall be reasonably considered by the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing in Sections 12.1 or 12.2 shall limit either Party in any way from disclosing to any Third Party such filing 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each The Receiving Party may disclose Confidential Information belonging to the other Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following situationsinstances: (a) 9.3.1 filing or prosecuting Patents in accordance with Article 9patents; (b) subject to Section 12.3, regulatory filings 9.3.2 Regulatory Filings and other filings with Governmental Authorities (including obtaining Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationApprovals; (c) 9.3.3 prosecuting or defending litigation, including without limitation responding to a subpoena in a Third Party litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) 9.3.4 subject to Section 12.39.5, complying with Applicable Law, Law (including without limitation the rules and regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only 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; and 9.3.5 disclosure, (i) solely on a need-to-“need to know basis and solely in connection with basis” for the purposes of the performance of this Agreement or exercise of any rights under this Agreement, provided that to [***] or (ii) solely on a “need to know basis”, to [***], and, in each disclosee case, their and each of the Parties’ respective directors, employees, and agents, each of whom prior to disclosure must be bound by obligations of confidentiality and non-restrictions on use at least as equivalent in scope as and of such Confidential Information that are no less restrictive than those set forth the obligations in this Article 12 prior to any such disclosure; (g) disclosure 9; provided, however, that, in each of the material above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 9.3.5 to treat such Confidential Information as required under this Article 9, and provided further that this Section 9.3.5 shall not [***] other than disclosures of the terms of this Agreement to any bona fide potential or actual investorthe extent permitted in Section 9.4, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMSthe following additional requirement. For purposes of this Section 9.3.5, a [***] means any [***] or with whom [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) If OncoMed is negotiating with a [***] the terms under which such [***] and OncoMed may [***] and OncoMed [***] in the course of such [***] that OncoMed [***] then [***], with a [***]. Such [***]. In no event shall OncoMed be required to disclose to BSP [***]; provided, however, that [***]. (b) During the [***] period after [***], the Parties shall [***] implement in connection with [***] the confidentiality obligations [***] in connection with OncoMed’s [***] as well as [***] with the goal of having [***] after the [***] and OncoMed reasonably believes that [***]. (c) Solely with respect to proposed disclosures to [***] the following shall apply: During the Parties’ prior written approvaldiscussion period under Section 9.3.5(b), BSP may inform OncoMed if BSP [***] of the Confidential Information [***] would be a [***]. In such approval not case, BSP shall [***] and the Parties shall discuss [***]. If after such discussion OncoMed [***]. (d) If other than in circumstances described in Section 9.3.5(c), BSP desires that OncoMed [***] BSP shall so notify OncoMed [***] reasonable actions OncoMed [***] disclosure of such information it believes appropriate to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5conducted in compliance with [***]. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and OncoMed shall use reasonable efforts to secure confidential treatment of such information[***]. (e) For clarity, provided that OncoMed [***] as provided in this Section 9.3.5, subject to Sections 9.3.5(c), OncoMed shall [***] to the extent OncoMed [***]. In If and whenever any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing is disclosed in Sections 12.1 or 12.2 accordance with this Section 9.3, such disclosure shall limit either Party in not cause any way from disclosing such information 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 cease to such Party that are based on or 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, be Confidential Information except to the extent that nondisclosure such disclosure results in a public disclosure of such matters is reasonably necessary in order to comply with applicable securities lawsinformation (other than by breach of this Agreement).

Authorized Disclosure. Each Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information belonging to of the other Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following situationsinstances: (a) filing or prosecuting Patents in accordance with Article 9as permitted by this Agreement; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities enforcing such Party’s rights under this Agreement (including Regulatory Authorities), including filings registering the licenses granted hereunder with the FDA, as necessary for the Development or Commercialization of a Product, as required applicable authorities) and in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;performing its obligations under this Agreement. (c) prosecuting or defending litigationlitigation as permitted by this Agreement; (d) complying with Applicable Lawapplicable court orders, including regulations promulgated by applicable laws, rules or regulations, or the listing rules of any exchange on which the Receiving Party’s securities exchangesare traded; (e) subject disclosure to Section 12.3Affiliates, complying with Applicable Lawactual and potential licensees and sublicensees, including regulations promulgated employees, consultants or agents of the Receiving Party who have a 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 case, that any such Affiliate, actual or potential licensee or sublicensee, employee, consultant or agent agrees to be bound by securities exchanges;terms of confidentiality and non-use comparable in scope to those set forth in this Article 6; and (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely Third Parties in connection with the performance of this Agreementdue diligence or similar investigations by such Third Parties, provided and disclosure to potential Third Party investors or acquirers in confidential financing documents, provided, in each case, that each disclosee must any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5use. 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 12.2(a), 12.2(cSection 6.3(c) or 12.2(d6.3(d), it will, except where impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information at least as diligent as 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. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party The Recipient may disclose Confidential Information belonging to of the other Party Discloser to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents Patent Rights (subject to any applicable Third Party Licenses) in accordance with Article 9; (b) subject to Section 12.3the extent required or desirable to secure government approval for the Development, regulatory filings Manufacture or Commercialization of Product in the Territory, filing Regulatory Materials with Regulatory Authorities and seeking and maintaining any Regulatory Approvals, and other filings with Governmental Authorities (including Regulatory Authorities), including filings with to the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationextent permitted hereunder; (c) prosecuting or defending litigation; (d) complying to the extent required to comply with Applicable LawLaws, including a court or administrative order, Accounting Standards, applicable regulations promulgated by securities exchangesof a stock exchange (to the extent permitted hereunder) or to defend or prosecute litigation; (e) subject disclosure to Third Parties pursuant to Section 12.37.3 (i) acting on behalf of a Party in accordance with this Agreement to the extent reasonably necessary for the Development, complying Manufacture or Commercialization in the Territory provided that such Third Party must be bound by obligations of confidentiality and non-use (whether in writing or by operation of law) at least as protective as those set forth in this Article 12 prior to any such disclosure; and (ii) requesting clinical trial data information in accordance with Applicable Lawthe Recipient’s then-current policy on sharing of clinical study information (which, including regulations promulgated by securities exchangeswith respect to Roche as of the Effective Date, is available at xxxxx://xxx.xxxxx.xxx/innovation/process/clinical-trials/data-sharing/); (f) disclosure to its AffiliatesAffiliates and its and their respective directors, employees, agents, consultants, advisors, independent contractors, licensors accountants and any Sublicensees of the Ambrx Technology (“Representatives”), in each case only on a need-to-know basis and solely in connection with the performance of this Agreement, ; provided that each Representative must be bound by obligations of confidentiality and non-use (whether in writing or by operation of law) at least as protective as those set forth in this Article 12 prior to any such disclosure; and (g) disclosure of the terms of this Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, or other potential or actual financial or other partner, with the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed); provided that in connection with such disclosure, each disclosee must be bound by obligations of confidentiality and non-use (whether in writing or by operation of law) at least as equivalent in scope protective as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure;. (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a12.3(a), 12.2(c12.3(b), 12.3(c) or 12.2(d12.3(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.310.3, regulatory filings Regulatory Materials and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a ProductCompounds or Products, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will shall be taken to assure obtain confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 10.3, complying with Applicable Law, including securities laws and regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, consultants, agents, independent contractors, licensors and any permitted Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use in writing at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 10 prior to any such disclosure, provided further that the term of such disclosee’s obligations regarding confidentiality and non-use may be limited to [***] ([***]) [***] after the date of disclosure to the disclosee; (gf) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, lender, stockholder, investment banker, acquirer, merger partner or other potential or actual collaborator or partner, legal or financial partneradvisor; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 10 prior to any such disclosure; (h) disclosure , provided further that the term of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by such disclosee’s obligations of regarding confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior may be limited to any such disclosure; [***] (i[***]) [***] after the date of disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayedthe disclosee; and (jg) disclosure pursuant to Section 12.510.5. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a10.2(a), 12.2(c10.2(c) or 12.2(d10.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. Nothing in Sections 12.1 10.1 or 12.2 10.2 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Collaboration Patents in accordance with Article 9ARTICLE 10; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, as necessary for the Development or Commercialization of with respect to a Licensed Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation;; Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) complying with Applicable LawLaws, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, and independent contractors, licensors and any Sublicensees of the Ambrx Technology Sublicensees, in each case only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article ARTICLE 12 prior to any such disclosure; (gf) disclosure of the material terms of this Agreement or summaries of G&W data generated hereunder (which has been reviewed and approved by G&W, such approval not to be unreasonably withheld or delayed) to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner partner, or other potential or actual financial partner; , provided that in connection with such disclosure, each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article ARTICLE 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(b), 12.2(c) ), or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. 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. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Notwithstanding Section 12.1, each Party may disclose the other Party’s Confidential Information to the extent such disclosure is reasonably necessary to: (a) file or prosecute patent applications as contemplated by this Agreement; (b) prosecute or defend litigation; (c) its actual or potential Sublicensees (solely in the case of Vertex) and actual or potential Subcontractors, in each case, in connection with the exercise of its rights and performance of its obligations under this Agreement; provided that such disclosure is covered by terms of confidentiality at least as restrictive as those set forth herein; (d) subject to the remainder of this Section 12.2, 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; provided that such disclosure is covered by terms of confidentiality similar to those set forth herein (which may include professional ethical obligations); or (e) comply with Applicable Law (including to obtain and maintain Marketing Approvals for a Licensed Product). If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c12.2(b) or 12.2(d12.2(e), it the Disclosing Party will, except where impracticableto the extent possible, give reasonable advance notice of such disclosure to the other Party of such disclosure and use take reasonable efforts measures to secure ensure confidential treatment of such information. In any eventNotwithstanding anything to the contrary contained herein, the Parties agree to take all reasonable action to avoid disclosure of in no event may Company disclose Vertex’s Confidential Information hereunder. 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 that are based on or derived from this Agreement, as well as all materials of any kind (including opinions any of Company’s investors, collaborators or licensees) engaged in the research, development, manufacture or commercialization of pharmaceutical products, other tax analyses) relating than to such tax treatment actual or tax structure, except potential Subcontractors. Notwithstanding anything to the extent that nondisclosure contrary contained herein, in no event may Vertex disclose Company’s Confidential Information to any Third Party (including any of such matters is reasonably necessary Vertex’s investors, collaborators or licensees) engaged in order the research, development, manufacture or commercialization of pharmaceutical products, other than to comply with applicable securities lawsactual or potential Subcontractors or Sublicensees.

Authorized Disclosure. Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.313.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology Digital Diagnostics only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx Digital Diagnostics shall be subject to BMSExactus BioSolutions’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each 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 other Disclosing Party in the following instances: 5.3.1 preparing, filing, prosecuting, or maintaining patent applications to the extent such disclosure is reasonably necessary permitted in the following situations: (a) filing or prosecuting Patents in accordance with Article 9this Agreement; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) 5.3.2 prosecuting or defending litigation; 5.3.3 subject to Sections 5.4 and 5.5, required by Applicable Laws (dincluding the rules and regulations of the Securities and Exchange Commission or any national securities exchange) complying and with Applicable Law, including regulations promulgated by securities exchangesjudicial process; (e) subject 5.3.4 in the case where Vivelix is the Receiving Party, in connection with Regulatory Filings; to Section 12.3, complying Affiliates in connection with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors the performance of this Agreement and any Sublicensees of the Ambrx Technology only solely on a need-to-know basis basis; to potential or actual collaborators (including potential Sublicensees), who prior to disclosure must be bound by written obligations of confidentiality and solely non-use no less restrictive than the obligations set forth in 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 obligations set forth in this Article 5; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 5; provided, however, that the Receiving Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 5.3.4 to treat such Confidential Information as required under this Article 5; 5.3.5 in the case where Idera is the Receiving Party of Compound Specific Confidential Information, in connection with regulatory filings and associated correspondence with any regulatory authority; to Affiliates in connection with the performance of this AgreementAgreement and solely on a need-to-know basis; or employees, provided that independent contractors (including consultants and clinical investigators) or agents, each disclosee of whom prior to disclosure must be bound by written obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those the obligations set forth in this Article 12 prior 5; provided, however, that the Receiving Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 5.3.5 to treat such Confidential Information as required under this Article 5; and 5.3.6 in the case where Idera is the Receiving Party of Confidential Information that is not Compound Specific Confidential Information, in connection with regulatory filings and associated correspondence with any such disclosure; (g) disclosure of the material terms of this Agreement regulatory authority; to any bona fide Affiliates; to potential or actual investorcollaborators (including potential licensees), stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee who prior to disclosure must be bound by written obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those the obligations set forth in this Article 12 prior 5; to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investorinvestment bankers, stockholderinvestors, investment bankerlenders, acquireracquirers, merger partner partners or other potential or actual financial partner; provided that each disclosee partners, and their attorneys and agents), who prior to disclosure must be bound by written obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those the obligations set forth in this Article 12 5; or employees, independent contractors (including consultants and clinical investigators) or agents, each of whom prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by written obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those the obligations set forth in this Article 12 prior to 5; provided, however, that Idera will remain responsible for any such disclosure and (B) failure by any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Person who receives Confidential Information pursuant to Sections 12.2(a)this Section 5.3.6 to treat such Confidential Information as required under this Article 5. If and whenever any Confidential Information is disclosed in accordance with this Section 5.3, 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts will not cause any such information to secure confidential treatment of such information. In any event, the Parties agree cease to take all reasonable action to avoid disclosure of be Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure such disclosure results in a public disclosure of such matters is information (other than in breach of this Agreement). Where reasonably necessary possible and subject to Sections 5.4 and 5.5, the Receiving Party will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to Sections 5.3.1–5.3.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action appropriate to protect the confidentiality of the information while still permitting such disclosure, and the Receiving Party will cooperate with the Disclosing Party in order to comply with applicable securities lawssuch efforts.

Authorized Disclosure. Each The Receiving Party may disclose Confidential Information belonging to the other Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following situationsinstances: (a) filing or prosecuting Patents in accordance with Article 9patents; (b) subject to Section 12.3, regulatory filings Regulatory Filings and other filings with Governmental Authorities (including obtaining Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory ApprovalApprovals; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with Applicable Lawapplicable Laws (including, including without limitation, the rules and regulations promulgated by of the Securities and Exchange Commission or any national securities exchanges;exchange) and with judicial process, if in the reasonable opinion of the Receiving Party's counsel, such disclosure is necessary for such compliance; and (e) subject disclosure, solely on a "need to know basis", to Affiliates, potential and future collaborators (including Sublicensees), acquirers or assignees permitted under Section 12.315.4, complying with Applicable Lawresearch and Development collaborators, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliatessubcontractors, investment bankers, investors, lenders, and their and each of the Parties' respective directors, employees, contractors and agents, independent contractors, licensors and any Sublicensees each of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee whom prior to disclosure must be bound by written obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those the obligations set forth in this Article 12 prior to any such disclosure; (g) disclosure 11; provided, however, that in each of the material terms of this Agreement to above situations, the Receiving Party shall remain responsible for any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound failure by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Person who receives Confidential Information pursuant to Sections 12.2(a)this Section 11.2(e) to treat such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts shall not cause any such information to secure confidential treatment of such information. In any event, the Parties agree cease to take all reasonable action to avoid disclosure of be Confidential Information hereunder. 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 that are based on or 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 extent that nondisclosure such disclosure results in a public disclosure of such matters is information (otherwise than by breach of this Agreement). Where reasonably necessary in order possible and subject to comply with applicable securities lawsSection 11.4 and other than pursuant to Section 11.2(e), the Receiving Party shall notify the Disclosing Party of the Receiving Party's intent to make such disclosure pursuant to this Section 11.2 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 information.

Authorized Disclosure. Each Notwithstanding the obligations of confidentiality and non-use set forth in Section 12.1, each Party may disclose Confidential Information belonging to of the other Disclosing Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Licensed Collaboration Compound or Licensed Collaboration Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure seek confidential treatment of such information, if available; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (fe) disclosure of this Agreement (including its material terms) to its Affiliatesany bona fide potential or actual investor, employeesstockholder, agentsinvestment banker, independent contractorslender, licensors acquirer, merger partner or other actual financial partner and any Sublicensees of the Ambrx Technology only their representatives and advisors (including attorneys and accountants) on a reasonable need-to-know basis and solely in connection with the performance of this Agreementbasis; provided, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosuredisclosure (but of shorter duration, if customary); (gf) disclosure of the material terms stage of research or Development of Licensed Collaboration Compounds or Licensed Collaboration Products under this Agreement (but no other Licensed Collaboration Product Information) to any bona fide potential or actual investor, stockholder, investment banker, lender, acquirer, merger partner or other potential or actual financial partnerpartner and their representatives and advisors (including attorneys and accountants); provided provided, that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosuredisclosure (but of shorter duration, if customary); (hg) disclosure of the stage of Development of Products data generated under this Agreement on a “need to know basis” to any bona fide potential or actual investor, stockholder, investment banker, lender, acquirer, merger partner or other potential or actual financial partnerpartner and their representatives and advisors (including attorneys and accountants); provided provided, that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosuredisclosure (but of shorter duration, if customary); (ih) disclosure of certain blinded data generated under this Agreement solely on a “need to any know basis” to actual research and development collaborators, subcontractors, advisors (including attorneys and accountants) or to bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided subcontractors who have entered into good faith discussions with such Party that (A) each disclosee must be bound by are subject to obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval12, such approval not to be unreasonably withheldin each case, conditioned or delayedin connection with activities in connection with the Research Program; and (ji) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, (i) give reasonable advance notice to the other Party of such disclosure (including as to the form and terms of such disclosure), (ii) give the other Party copies of any such disclosure, (iii) give the other Party a reasonable opportunity to review and comment on any such disclosure (including the form and terms thereof) and consider such comments in good faith, and (iv) and use reasonable efforts to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder, except as permitted in this Section 12.2. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. Each Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information belonging to solely owned by the other Party to the extent such disclosure is reasonably necessary in the following situationsinstances: (a) filing or prosecuting Patents in accordance with Article 9Patent Rights; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (dc) complying with Applicable Law, including Law or the rules or regulations promulgated by of any securities exchangesexchange on which such Party’s stock is listed; (ed) subject to Section 12.3disclosure, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that to Affiliates, permitted sublicensees, contractors, ethics committees and institutional review boards (collectively, “IRBs”), CROs, academic institutions, consultants, agents, investigators, and employees and contractors engaged by study sites and investigators involved with the Combined Therapy Trials, each disclosee of whom, subject to Section 2.6(d), prior to disclosure must be bound by obligations similar terms of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article 12 prior 9; (e) disclosure that is deemed necessary by either Party to any be disclosed to its respective Affiliates, agents, consultants or actual or prospective licensees (or other bona fide collaborators) in furtherance of the development, manufacture and/or commercialization of such disclosureParty’s Compound, on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially consistent with the confidentiality and non-use provisions contained in this Agreement; (f) disclosure to its attorneys, accountants, auditors and other advisors on a need to know basis provided such individuals or Entities are bound to confidentiality and nondisclosure requirements by professional rules of conduct or nondisclosure agreements, and to actual or prospective acquirers, lenders, financers, or investors as may be necessary to comply with the terms, or in connection with their evaluation, of such potential or actual acquisition, loan, financing, or investment; on the condition that such acquires, lenders, financers, or investors agree to be bound by confidentiality and non-use obligations that are substantially consistent with the confidentiality and non-use provisions contained in this Agreement; (g) disclosure of the material terms Combined Therapy Study Data, Combined Therapy Trial Inventions and Combined Therapy Patent Rights to Regulatory Authorities in connection with the development of this Agreement to any bona fide potential the Combined Therapy, the Nektar Compound or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partnerthe BMS Compound; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure;and (h) disclosure of relevant safety information contained within the stage Combined Therapy Study Data to investigators, IRBs/or ethics committees and Regulatory Authorities that are involved in other clinical trials of Development of Products under this Agreement the Nektar Compound with respect to any bona fide potential or actual investorNektar, stockholderand the BMS Compound with respect to BMS, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (Bin the event of a Material Safety Issue) any to Third Parties that are collaborating with Nektar or BMS, respectively in the conduct of such disclosure by Ambrx shall be subject other clinical trials of the Nektar Compound or the BMS Compound, in each case solely to BMS’ prior written approval, the extent necessary for the conduct of such approval not clinical trials and/or to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5comply with Applicable Law and regulatory requirements. Notwithstanding the foregoing, in the event if a Party is required or otherwise intends to make a disclosure of the other Party’s Confidential Information pursuant to Sections 12.2(a), 12.2(cSection 9.3(b) or 12.2(dand/or Section 9.3(c), it will, except where impracticable, shall give reasonable advance notice to the such other Party of such impending disclosure and use reasonable efforts endeavor in good faith to secure confidential treatment of such information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 and/or reasonably assist the U.S. or foreign income tax structure of the transactions relating to such Party that are based on or derived from this Agreement, as well as all materials of any kind (including opinions owns such Confidential Information in seeking a protective order or other tax analyses) relating to such tax treatment or tax structure, except to the extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities lawsconfidential treatment.

Authorized Disclosure. Each A Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following situationsinstances; provided that notice of any such disclosure shall be provided as soon as practicable to the other Party: (a) filing Filing or prosecuting Patents relating to Sole Inventions, Joint Inventions or Products, in accordance with Article 9each 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) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such informationfilings; (c) prosecuting Prosecuting or defending litigation;; [ * ] = 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 Exchange Act of 1934, as amended. (d) complying Complying with Applicable Law, including regulations promulgated by securities exchanges;applicable governmental laws and regulations; and (e) subject to Section 12.3Disclosure, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that to Affiliates, potential collaborators, partners, and licensees (including potential co-marketing and co-promotion contractors), research collaborators, potential investment bankers, investors, lenders, and investors, employees, consultants, or agents, each disclosee of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article 12 prior to any such disclosure; (g) disclosure of 11. The Parties acknowledge that the material terms of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party to any bona fide potential individuals or actual investorentities covered by 8.3(e) above, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than to those set forth in this Article 12 prior to 11. In addition, a copy of this Agreement may be filed by either Party with the Securities and Exchange Commission in connection with any public offering of such Party’s securities. In connection with any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approvalfiling, such approval not Party shall endeavor to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 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 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure obtain confidential treatment of such economic and trade secret information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information except as permitted hereunder. 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 that are based on or 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 extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosure. (a) Each Party may disclose Confidential Information belonging to of the other Party to the extent such disclosure is reasonably necessary in the following situations: (a) filing or prosecuting Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the FDA, as necessary for the Development or Commercialization required by an order of a Productcourt or other government agency or is required to comply with applicable governmental regulations, as required in connection with any filingPROVIDED, application or request for Regulatory Approval; provided, howeverHOWEVER, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) subject to Section 12.3, complying with Applicable Law, including regulations promulgated by securities exchanges; (f) disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees of the Ambrx Technology only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (g) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (h) disclosure of the stage of Development of Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure; (i) disclosure of certain blinded data generated under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that (A) each disclosee must be bound by obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than those set forth in this Article 12 prior to any such disclosure and (B) any such disclosure by Ambrx shall be subject to BMS’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed; and (j) disclosure pursuant to Section 12.5. Notwithstanding the foregoing, in the event if a Party is required by court order, law or regulation to make a disclosure any such disclosures of the other Party’s 's Confidential Information pursuant to Sections 12.2(a), 12.2(c) or 12.2(d), it will, except where impracticable, will give reasonable advance notice to the other Party of sufficient to allow such disclosure and use reasonable efforts other Party to secure seek confidential treatment of such information. In any eventConfidential Information. (b) Wyeth may disclose Genzyme Confidential Information, without prior notice to Genzyme, (i) in connection with the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. 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 performance of the transactions relating Transition Services described [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. in Article 8, to its Affiliates, permitted subcontractors, employees, consultants, representatives or agents who are providing such Party that are based on Transition Services, and (ii) to existing or derived from potential acquirers or merger candidates, each of whom prior to disclosure must be subject to a binding confidentiality agreement. (c) Genzyme may disclose Wyeth Confidential Information, without prior notice to Wyeth, (i) in connection with the research, development, manufacture, use or sale of Synvisc Products or in the performance of this Agreement, as well as all materials of any kind to its Affiliates, licensees, employees, consultants, representatives or agents, and (including opinions ii) to existing or potential acquirers or merger candidates, potential collaborators, investment bankers, existing or potential investors, venture capital firms or other tax analyses) relating financial institutions or investors for purposes of obtaining financing, each of whom prior to such tax treatment or tax structure, except disclosure must be subject to the extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable securities lawsa binding confidentiality agreement.