Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to To the extent (and only to the extent) such disclosure that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement in furtherance of the Purpose, Customer may disclose Confidential Information belonging to Company in the following instances: a) filing or prosecuting patents; b: (i) regulatory filings; c; (ii) prosecuting or defending litigation; d; (iii) subject to Section 11.4, 5.3 in complying with applicable governmental Laws (as defined in the DPA) and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving PartyCustomer’s counsel, such disclosure is necessary for such compliance; and eand (iv) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliatesthe Manufacturer, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agentscollaborators; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; or employees, independent contractors (including without limitation consultants and clinical investigators) or agents, each of whom in the case of clause (i) or (ii) 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 11Section 5; provided, however, that the Receiving Party Customer shall remain responsible for any failure by any Person (as defined in the DPA) who receives Confidential Information pursuant to this Article 11 Section 5 to treat such Confidential Information as required under this Article 11Section 5. If and whenever any Confidential Information is disclosed in accordance with this Section 11.25.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.45.3, the Receiving Party Customer shall notify the Disclosing Party Company of the Receiving PartyCustomer’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 5.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party Company adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Notwithstanding the provisions of this Article VI, the Receiving Party may disclose Confidential Information belonging of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the extent Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (and only to the extentb) such disclosure is reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations case of subclause (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement Agreement, including the right to grant licenses or sublicenses as permitted hereunder and solely on a “need the right to know basis” to AffiliatesDevelop, potential or actual collaborators Manufacture, Commercialize and otherwise exploit Antibodies and products (including potential SublicenseesMultispecific Antibodies and Multispecific Products) or employeesto which it has rights hereunder, contractors or agents; or (ii) solely on a “need to know basis” to actual or bona fide potential or actual licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors, investors or lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Notwithstanding the foregoing Section 13.1, a Receiving Party may disclose Confidential Information belonging of the Disclosing Party: (i) to the extent and to the persons and entities as required by an applicable law, rule, regulation, legal process, court order or the rules of the any securities exchange on which any security issued by either Party is traded or of a Regulatory Authority; or (ii) as necessary to file, prosecute or defend those patent applications or patents for which either Party has the right to assume filing, prosecution, defense or maintenance, pursuant to Article 10 of this Agreement; or (iii) to prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any disclosure is necessary. Provided that, the Receiving Party required or intending to disclose the Disclosing Party’s Confidential Information under Sections 13.2(i) or (iii) shall give advance written notice to the Disclosing Party to of such required disclosure so that the extent (and only to the extent) such disclosure is reasonably necessary Disclosing Party may seek a protective order or other appropriate remedy. If, in the following instances: a) filing absence of a protective order or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4other remedy, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial processReceiving Party is nonetheless, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with required to disclose Confidential Information of the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (iDisclosing Party under Sections 13.2(i) or (ii) prior iii), the Receiving Party may disclose only that portion of the Confidential Information of the Disclosing Party which such counsel advises in writing is legally required to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11disclosed; provided, however, provided that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat preserve the confidentiality of such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the fullest extent that such disclosure results in a public disclosure of such information (otherwise than possible, including, without limitation, by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify cooperating with the Disclosing Party in its efforts to secure confidential or protective treatment of the Receiving Party’s intent such Confidential Information or to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationobtain a protective order or other remedy.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patents; (b) regulatory filings; (c) prosecuting or defending litigation;; * Confidential Treatment Requested (d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and (e) disclosure (i) in connection with the performance of this Agreement and disclosure, solely on a “need to know basis” ”, to Affiliates, potential or actual and future collaborators (including potential Sublicensees) ), permitted acquirers or employeesassignees under Section 15.4, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual research collaborators, subcontractors, investment bankers, investors, lenders, or acquirers; and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom in the case of clause (i) or (ii) 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 1111 (other than venture capital investors, who will not be bound in writing); provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.411.4 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 paragraphs (r) through (v) of 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. The Receiving To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patentspatent applications in accordance with this Agreement; (b) regulatory filingscommunicating with Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, in accordance with this Agreement and as required in connection with any filing, application or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andcompliance and (ii) such disclosure is made in accordance with Section 8.3 or Section 8.4 as applicable; (e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors or agents, each of whom in the case of clause (i) or (ii) 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 11ARTICLE 8; provided, however, that the Receiving Party shall will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 ARTICLE 8 to treat such Confidential Information as required under this Article 11ARTICLE 8; and (f) in the case of Akcea, its Affiliates and Sublicensees, use and disclosure of Isis Know-How in the ordinary course of the exercise of the rights and licenses granted to Akcea hereunder. If and whenever any Confidential Information is disclosed in accordance with this Section 11.28.2, such disclosure shall will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.48.3 and Section 8.4, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 sufficiently 8.2 prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party as follows: (a) to any Affiliate, Sublicensee or Third Party subcontractor, under appropriate confidentiality provisions at least as protective as those contained in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement (including the rights to research, Develop and Commercialize Licensed Products and Diagnostic Products and to grant licenses and sublicenses hereunder); (b) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) Prosecuting or Maintaining Patent applications, prosecuting or defending litigation; d) subject litigation related to Section 11.4Patents in accordance with this Agreement, complying with applicable governmental Laws regulations, seeking and regulations (including obtaining Regulatory Approval, conducting non-clinical activities or Clinical Trials, preparing and submitting INDs to Regulatory Authorities, or is otherwise required by applicable Law; provided however that if a Receiving Party is required by applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable, give reasonable advance notice to the rules and regulations Disclosing Party of the Securities and Exchange Commission or any national securities exchange) and with judicial processsuch disclosure requirement and, if requested by the Disclosing Party, reasonably cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; (c) in communication with the reasonable opinion of the Receiving Party’s counselfollowing Third Parties, such disclosure is necessary for such compliance; andin each case on a need to know basis under appropriate confidentiality provisions at least as protective as those contained in this Agreement: e) disclosure (i) actual or potential investors or lenders; provided that reasonably in connection with advance of any disclosure by a Party of the performance identity(ies) of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2Selected Target(s), such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing other Party in writing of such proposed disclosure; (ii) actual acquirors and merger partners and bona fide potential acquirors and merger partners with whom a Party is in active negotiations; provided that reasonably in advance of any disclosure by such Party of the Receiving identity(ies) of any Selected Target(s) to such bona fide potential acquirors and merger partners, such Party shall notify the other Party in writing of such proposed disclosure, but such Party shall not be required to provide the identity of such actual or potential acquirer or merger partner; (iii) actual or potential consultants, legal counsel and accountants; provided that (A) Confidential Information of a Party shall be disclosed by the other Party solely with respect to those Target(s) that are the subject of such Third Party’s intent activities and solely to make the extent necessary for such disclosure pursuant Third Party to paragraphs perform such activities and (rB) through the Research Plan will not be shared in its entirety with any such Third Party; and (viv) of this Section 11.2 sufficiently prior actual and bona fide potential licensees, sublicensees and collaborators with whom a Party is in active negotiations with respect 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 Selected Target(s); provided that (A) Confidential Information of the informationother Party shall be disclosed solely with respect to the Selected Target(s) that are the subject of such negotiations and (B) the Research Plan will not be shared in its entirety with any such Third Party; or (d) to the extent mutually agreed in writing by the Parties.

Authorized Disclosure. The Receiving (a) Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancesto: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) prosecute or defend litigation with respect to this Agreement; or (ii) comply with Applicable Laws. (b) Additionally, Aptose may use and disclose Confidential Information belonging to CG to the extent such use or disclosure: (i) is necessary or useful for the prosecution or enforcement of CG Patents or patents or patent applications relating to Products or for Regulatory Filings for Products; (ii) is to Aptose’s officers, directors, employees, consultants or Affiliates, who agree to be bound by similar terms of confidentiality; or (iii) is to Aptose’s bona fide potential or actual contractors, Sublicensees, investors, investment bankers, acquirers, merger partners, or other potential or actual financial partners; provided that in connection with such disclosure, Aptose shall use all reasonable efforts to inform each disclose of the performance confidential nature of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives such Confidential Information pursuant to this Article 11 and cause each disclose to treat such Confidential Information as required under this Article 11. If confidential. (c) Additionally, CG may use and whenever any disclose Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information belonging to cease to be Confidential Information except Aptose to the extent such use or disclosure: (i) is necessary or useful for Regulatory Filings for Products; (ii) is to CG’s officers, directors, employees, consultants or Affiliates, who agree to be bound by similar terms of confidentiality; or (iii) is to CG’s bona fide potential or actual contractors, licensees, investors, investment bankers, acquirers, merger partners, or other potential or actual financial partners; provided that in connection with such disclosure, CG shall use all reasonable efforts to inform each disclose of the confidential nature of such Confidential Information and cause each disclose to treat such Confidential Information as confidential. (d) Notwithstanding Section 9.3(a), in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(a)(ii), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure results in a public disclosure and use commercially reasonable efforts to secure confidential treatment of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancesas follows: (a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject under appropriate confidentiality provisions similar to Section 11.4those in this Agreement, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicenseesthe rights to Develop and Commercialize Licensed Compounds or Licensed Products and to grant licenses and sublicenses hereunder); (b) to Regulatory Authorities as required in connection with any filing, application or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information; (c) in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if so advised by the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2Party’s legal counsel, such disclosure shall not cause any such information to cease to be Confidential Information except is otherwise required by Law, including by reason of filing with securities regulators; provided, however, that, to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4practicable, the Receiving Party shall notify first have given notice to the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow and given the Disclosing Party adequate time a reasonable opportunity to take whatever action it quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order; (d) to a patent authority as may deem be reasonably necessary or useful for purposes of obtaining or enforcing a Patent with respect to which the Receiving Party has the right or responsibility to conduct such activities hereunder; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; (e) in communication with actual or potential investors, lenders, acquirors, merger partners, consultants, advisors, licensees, sublicensees, collaborators or others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to protect those of this Agreement; or (f) to the confidentiality of extent mutually agreed to in writing by the informationParties.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing Party and Product Information to the extent (and only to the extent) that such disclosure is reasonably necessary in the following instances: is: (a) filing required by law, order, or prosecuting patents; b) regulatory filings; c) prosecuting regulation of a government agency or defending litigation; d) subject to Section 11.4a court of competent jurisdiction, complying with applicable governmental Laws and regulations (including or by the rules and regulations of the Securities and Exchange Commission or any national a securities exchange) and with judicial process, if in provided that the reasonable opinion of the Receiving Party’s counsel, Party required to make such disclosure is necessary for such compliance; and e) disclosure shall (i) give the other Party reasonable advance notice of and an opportunity to comment on any such required disclosure, (ii) if requested by the other Party, use Commercially Reasonable Efforts to obtain protective orders or any available limitations on or exemptions from such disclosure requirement where applicable and practicable, and (iii) limit such disclosure to that information which is legally required to be disclosed by such law, order or regulation of a government agency or by a court of competent jurisdiction; (b) made to a patent office for the purposes of filing or enforcing a Patent as permitted in this Agreement, provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; (c) made by Sanofi or its Affiliates, Distributors, Sanofi Licensees, Sublicensees or other sublicensees to a Regulatory Health Authority for the purposes of any filing, application or request for Regulatory Approval for Program Compounds or Program Products as permitted in this Agreement; (d) made to investment bankers, financial advisors, actual or potential Third Party partners, investors, licensees, sublicensees or acquirers of all or substantially all of the assets to which this Agreement relates; or (e) made by Sanofi or its Affiliates, Distributors, Sanofi Licensee, or Sublicensees to Third Parties as may be necessary or useful in connection with the performance Exploitation of the Program Compounds or Program Products as contemplated by this Agreement and solely on a “need Agreement, including subcontracting or sublicensing transactions in connection therewith; provided that with respect to know basis” to Affiliatesdisclosures as per subsection (d), potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenderse), or acquirers; the following sentence, the Party making such disclosures shall ensure that each of whom in the case of clause (i) or (ii) prior to disclosure must be Third Party recipient is bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth those contained in this Article 11Agreement and shall be liable to the other Party for any breach of such confidentiality obligations by the relevant recipient; providedprovided further that any disclosure made by Ardelyx as per subsection (d) to a Major Pharmaceutical Company shall be made in compliance with the process described in Exhibit F hereto. In addition (but without prejudice) to the above provisions, however, that the Receiving each Party shall remain responsible for any failure by any Person who receives be entitled to disclose, under confidentiality obligations at least as protective as those of this Article 7, Confidential Information pursuant to this Article 11 to treat such Confidential Information as required any Third Party for the purpose of carrying out activities authorized under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2Agreement, such disclosure shall not cause any such information including without limitation disclosures to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationSublicensees or other sublicensees.

Authorized Disclosure. The Receiving A Party may disclose the Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing Filing or prosecuting patentsPatents relating to Sole Inventions, Joint Inventions or Licensed Products; (b) regulatory Regulatory filings;; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) prosecuting Prosecuting or defending litigation; (d) subject to Section 11.4, complying Complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such complianceregulations; and (e) disclosure (i) Disclosure, in connection with the performance of this Agreement (including conducting preclinical or clinical trials of Licensed Products) and solely on a “need to know basis” where not prohibited by this Agreement, to Affiliates, potential or actual collaborators (including potential Sublicensees) or sublicensees, research collaborators, employees, contractors contractors, consultants, or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written similar obligations of confidentiality and non-use no less restrictive than the obligations at least equivalent in scope to those set forth in this Article 11; provided, however, 10 (but with the duration to be limited to not less than [ * ] from date of disclosure). The Parties acknowledge that the Receiving Party terms of this Agreement shall remain responsible for any failure by any Person who receives be treated as Confidential Information pursuant of both Parties. Such terms may be disclosed by a Party to investment bankers, investors, and potential investors, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 11 to treat such Confidential Information as required under 10. In addition, a copy of this Article 11Agreement may be filed by Exelixis with the Securities and Exchange Commission in connection with any public offering of Exelixis securities. If and whenever any Confidential Information is disclosed in accordance In connection with this Section 11.2, such disclosure shall not cause any such filing, Exelixis shall endeavor to obtain confidential treatment of economic and trade secret information to cease the maximum practical extent. Further, Exelixis agrees to consult with BMS on the provisions of this Agreement to be redacted in any filings made by Exelixis with the United States Securities and Exchange Commission or as otherwise required by law. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationpermitted hereunder.

Authorized Disclosure. The Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patentsPatents as permitted by this Agreement; (b) regulatory filingsenforcing such Party’s rights under this Agreement; (c) prosecuting or defending litigationlitigation as permitted by this Agreement; (d) subject to Section 11.4, complying with applicable court orders or governmental Laws regulations; (e) disclosure to Affiliates, actual and regulations (including the rules potential licensees and regulations of the Securities and Exchange Commission Sublicensees, employees, consultants, contractors or any national securities exchange) and with judicial process, if in the reasonable opinion agents of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on Party who have a “need to know basis” such information in order for the Receiving Party to Affiliatesexercise its rights or fulfill its obligations under this Agreement, provided, in each case, that any such Affiliate, actual or potential licensee or actual collaborators (including potential Sublicensees) Sublicensee, employee, consultant or employees, contractors or agents; or (ii) solely on a “need agent agrees to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written obligations terms of confidentiality and non-use no less restrictive than the obligations comparable in scope to those set forth in this Article 116; (f) in the case of Tracon as the Receiving Party, disclosure to RPCI Licensor to the extent required to comply with the RPCI Agreement and to Lonza to the extent required to comply with the Lonza Agreement, provided such parties are bound by terms of confidentiality and non-use comparable in scope to those set forth in this Article 6 and Tracon shall be responsible for the acts and omissions of such parties with respect thereto; and (g) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, howeverin each case, that any such Third Party agrees to be bound by similar terms of confidentiality and non-use comparable in scope to those set forth in this Article 6. Notwithstanding the Receiving foregoing, in the event a Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the other Party’s Confidential Information pursuant to this Article 11 Section 6.3(c) or Section 6.3(d), it will, except where impracticable, give reasonable advance notice 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, the other Party of such disclosure shall not cause any such information and use efforts to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure secure confidential treatment of such information (otherwise at least as diligent as such Party would use to protect its own confidential information, but in no event less than by breach of this Agreement)reasonable efforts. Where reasonably possible and subject to Section 11.4In any event, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time Parties agree to take whatever all reasonable action it may deem appropriate to protect the confidentiality avoid disclosure of the informationConfidential Information hereunder.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may disclose use and disclose, to Third Parties or the Parent Companies, Confidential Information belonging to of the Disclosing Party as follows: (i) with respect to any such disclosure of Confidential Information, under confidentiality provisions no less restrictive than those in this Agreement, and solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement (including, without limitation, the rights to Develop and Commercialize Collaboration Compounds, Licensed Products, Refused Candidates, Refused Candidate Products and/or Returned Licensed Products, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement with such Receiving Party if such Receiving Party has used reasonable efforts to impose such requirement without success and disclosure to such governmental entity or agency is necessary for the performance of the Receiving Party’s obligations hereunder; (ii) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) patent, copyright and trademark applications (subject to Section 11.49.6 below), complying with applicable governmental Laws and regulations regulations, obtaining Regulatory Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing Licensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules and regulations of the Securities SEC and Exchange Commission or any national securities stock 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) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11); provided, however, that the if a Receiving Party shall remain responsible for or any failure of its Affiliates or Parent Companies is required by law or regulation to make any Person who receives such disclosure of a Disclosing Party’s Confidential Information pursuant it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of medical emergency, give reasonable advance notice to this Article 11 the Disclosing Party of such disclosure requirement and will use its reasonable efforts to treat secure confidential treatment of such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except disclosed; (iii) in communication with actual or potential investors, merger partners, acquirers, consultants, or professional advisors on a need to know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent and only to the extent that such disclosure results in a public disclosure of is required to comply with existing expressly stated contractual obligations owed to such information (otherwise than by breach of Party’s, its Affiliate’s or Parent Company’s licensor with respect to any intellectual property licensed under this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through ; or (v) of to the extent mutually agreed to in writing by the Parties. If a Parent Company receives GSK’s Confidential Information as permitted pursuant to this Section 11.2 sufficiently prior 9.2, such Parent Company may only use and disclose GSK’s Confidential Information solely in accordance with this Section 9.2 under confidentiality provisions no less restrictive than those in this Agreement and solely as and to making the extent required (x) by law, court order or an existing expressly stated contractual requirement, (y) for such disclosure so as Parent Company to allow perform its obligations in connection with this Agreement (including without limitation the Disclosing Party adequate time provision of services to take whatever action it may deem appropriate Regulus under the Services Agreement) or the Side Agreement, or (z) for such Parent Company to protect make a determination to exercise, and to exercise, any of its rights with respect to Refused Candidates, Refused Candidate Products or Returned Licensed Products under the confidentiality of the informationJV Agreements.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to To the extent (and only to the extent) such disclosure that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the Recipient may disclose Confidential Information belonging to the Discloser in the following instances: a) filing or prosecuting patents; b: (i) regulatory filings; c; (ii) prosecuting or defending litigation; d; (iii) subject to Section 11.4, Sections 11(c) and 11(d) in complying with applicable governmental Laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving PartyRecipient’s counsel, such disclosure is necessary for such compliance; and eand (iv) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agentscollaborators; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; or employees, independent contractors (including without limitation consultants and clinical investigators) or agents, each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-non- use no less restrictive than the obligations set forth in this Article Section 11; provided, however, that the Receiving Party Recipient shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article Section 11 to treat such Confidential Information as required under this Article Section 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.211(b), such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4Sections 11(c) and 11(d), the Receiving Party Recipient shall notify the Disclosing Party Discloser of the Receiving PartyRecipient’s intent to make such disclosure pursuant to paragraphs (rSection 11(b) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party Discloser adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Receiving To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or 15.2.1 filing, prosecuting patentsand maintaining patent applications and patents in accordance with this Agreement; b) regulatory filings15.2.2 communicating with Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, in accordance with this Agreement and as required in connection with any filing, application or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; c) 15.2.3 prosecuting or defending litigation; d) subject to Section 11.4, 15.2.4 complying with applicable governmental Applicable Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (a) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andcompliance and (b) such disclosure is made in accordance with Section 15.3 or Section 15.4 as applicable; e) disclosure (i) 15.2.5 disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors or agents, each of whom in the case of clause (i) or (ii) 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 11ARTICLE 14; provided, however, that the Receiving Party shall will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 ARTICLE 14 to treat such Confidential Information as required under this Article 11ARTICLE 14; 15.2.6 in the case of Praxis, its Affiliates and Sublicensees, use and disclosure of Ionis Know-How and Ionis Manufacturing and Analytical Know-How licensed to Praxis under this Agreement in the ordinary course of the exercise of the rights and licenses granted to Praxis hereunder; and 15.2.7 in the case of Praxis, disclosure to RogCon in connection with Praxis’ performance of its obligations and exercise of its rights under this Agreement and/or in connection with Praxis’ performance of its express obligations under the RogCon In-License Agreement. If and whenever any Confidential Information is disclosed in accordance with this Section 11.215.2, such disclosure shall will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.415.3 and Section 15.4, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) the applicable subsection of this Section 11.2 sufficiently prior to 15.2 before making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Receiving To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patentspatent applications in accordance with this Agreement; b) regulatory filingscommunicating with Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, in accordance with this Agreement and as required in connection with any filing, application or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancecompliance and (ii) such disclosure is made in accordance with 7.3 or 7.4 as applicable; and e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors or agents, each of whom in the case of clause (i) or (ii) 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 11ARTICLE 7; provided, however, that the Receiving Party shall will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 ARTICLE 7 to treat such Confidential Information as required under this Article 11ARTICLE 7. If and whenever any Confidential Information is disclosed in accordance with this Section 11.27.2, such disclosure shall will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.47.3 and 7.4, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 sufficiently 7.2 prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Notwithstanding the provisions of Section 10.1.1, the Receiving Party and its Recipients may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) that such disclosure is reasonably necessary in the following instancesnecessary: (a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying comply with applicable governmental Laws laws, court orders, and regulations (including the rules and regulations of the Securities and Exchange Commission Applicable Law or any rule or regulation or the requirements of a national securities exchangeexchange or another similar regulatory body); (b) to make filings and with judicial processsubmissions to, if in the reasonable opinion of the Receiving Party’s counselor correspond or communicate with, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators any Government Authority (including potential Sublicenseesthe NMPA, the CNIPA and other similar offices of a Government Authority); or (c) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior , who have a need to disclosure must be know such information and who are bound by written confidentiality obligations of confidentiality and non-use no less restrictive stringent than the obligations those set forth in this Article 11; provided, however, Section 10.1. In the event that the Receiving Party shall remain responsible for any failure by any Person who receives or its Recipients, as applicable, deem it reasonably necessary to disclose Confidential Information belonging to the Disclosing Party pursuant to this Article 11 Section 10.1.3, the Receiving Party shall, (i) to treat the extent possible, provide the Disclosing Party with reasonable advance notice of such disclosure and take reasonable measures to ensure confidential treatment of such information, including by allowing the Disclosing Party to review and, if permitted under Applicable Laws, regulations and court orders, make redactions to any such disclosure; and (ii) only disclose such Confidential Information as required under this Article 11. If to the extent of such necessity or requirements, and whenever any Confidential Information is disclosed in accordance with this Section 11.2, no such disclosure shall not cause any such information to cease to be Confidential Information hereunder, except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement)information. Where reasonably possible and subject to Section 11.4In addition, the Receiving Party shall notify may disclose Confidential Information belonging to the Disclosing Party of to any Third Party who is performing diligence in connection with a transaction with the Receiving Party’s intent Party (including potential Sublicensees and licensees), provided that each such Third Party has signed a written confidentiality agreement with the Receiving Party relating to make such disclosure pursuant to paragraphs (r) through (v) Confidential Information no less strict than the terms of 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 information10.1.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is for a permitted purpose and is reasonably necessary in the following instances: (a) filing or prosecuting patentsPatents; (b) regulatory filingsas part of or in support of Regulatory Filings (provided that such Party has the right to use the Confidential Information for such purpose under Section 2.1; (c) in prosecuting or defending litigation; (d) subject in order to Section 11.4, complying comply with applicable governmental non-patent Laws and regulations (including the rules and regulations of the Securities and Exchange Commission (the “SEC”) or any other 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 and * Confidential Treatment Requested (e) disclosure (i) in connection with the performance of this Agreement and disclosure, solely on a “need to know basis” ”, to Affiliates, potential or actual and existing collaborators (including potential Elixir Sublicensees) ), permitted acquirers or assignees under Section 24, subcontractors, investment bankers, investors and lenders, and their and each of the Parties’ respective directors, employees, contractors or and agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11Section 14 (other than potential and existing investors and lenders of Elixir, with respect to which Elixir shall use commercially reasonable efforts to be so bound); provided, however, that the Receiving Party shall remain responsible for any failure by any Person Third Party who receives Confidential Information pursuant to this Article 11 Section 14.2(e) to treat such Confidential Information as required under this Article 11Section 14. If and whenever any Confidential Information is disclosed in accordance with this Section 11.214.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject other than with respect to Section 11.414.2(e), the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 14.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate in keeping with the terms of this Agreement to protect the confidentiality of the informationsubject Confidential Information.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information belonging to and the Disclosing Party to the extent (and only terms of this Agreement to the extent: (a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patent rights as contemplated by this Agreement; or (ii) is reasonably necessary for the prosecuting or defending litigation as contemplated by this Agreement; or (b) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure necessary: (i) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided that in connection each such case on the condition that such directors, attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the performance of those contained in this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agentsAgreement; or (ii) to actual or potential investors and/or acquirers solely for the purpose of evaluating an actual or potential investment or acquisition; provided that in each such case on a “need to know basis” to the condition that such actual or potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be investors and/or acquirers are bound by written obligations of confidentiality and non-use no less restrictive than obligations consistent with those contained in the obligations set forth Agreement and having a minimum duration of at least five (5) years; or (c) such disclosure is required by Law or judicial or administrative process, provided that in such event such Party shall promptly inform the other Party such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by Law or judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 11; provided12, however, that and the Receiving Party shall remain responsible for any failure by any Person who receives disclosing Confidential Information pursuant to this Article 11 Law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to treat ensure the continued confidential treatment of such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationInformation.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patents; (b) regulatory filings; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and (e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” ”, to Affiliates, ; potential or actual collaborators (including potential Sublicensees) ); or employees, contractors contractors, or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. Notwithstanding anything in this Agreement to the contrary, Pharmacopeia may, in its sole discretion, disclose summaries of data or Confidential Information generated by Pharmacopeia in connection with the performance of this Agreement in non-confidential corporate presentations. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (ra) through (vd) of 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. The Receiving Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information belonging to of the Disclosing other Party to the extent extent: (and only to the extenta) such disclosure is reasonably necessary in (i) for the following instances: a) filing or prosecuting patents; bof Patents as contemplated by this Agreement; (ii) regulatory filings; cto comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval (or any pricing and reimbursement approvals) of a Product; or (iii) for prosecuting or defending litigationlitigations as contemplated by this Agreement; d(b) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is reasonably necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely to its employees, agents, consultants, contractors, licensees or sublicensees on a “need to need-to-know basis” to Affiliatesbasis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be disclosees are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth consistent with those contained in this Article 11Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, sublicensee or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition, sublicense or other business relationship; providedprovided that in connection with such disclosure, however, that the Receiving such Party shall remain responsible for any failure by any Person who receives use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information pursuant to this Article 11 and cause each disclosee to treat such Confidential Information as confidential; (d) such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court of competent jurisdiction, administrative subpoena or order. Notwithstanding the foregoing, in the event a Party is required under this Article 11. If and whenever any to make a disclosure of the other Party’s Confidential Information is disclosed in accordance with this pursuant to Section 11.211.2(a) or 11.2(d), such disclosure Party shall not cause any such information to cease to be Confidential Information except to promptly notify the extent that such disclosure results in a public disclosure other Party of such information (otherwise than by breach of this Agreement). Where reasonably possible required disclosure and subject shall use reasonable efforts to Section 11.4obtain, or to assist the Receiving other Party shall notify in obtaining, a protective order preventing or limiting the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationrequired disclosure.

Authorized Disclosure. The Receiving Notwithstanding Section 10.1 (Confidentiality; Exceptions) and Section 10.2 (Degree of Care; Permitted Use), each Party may disclose Confidential Information belonging of other Party: (a) in its publicly-filed financial statements or other public statements pursuant to Applicable Laws, regulations, and stock exchange rules or otherwise disclosed pursuant to Applicable Law; provided, that (i) the terms of this Agreement shall be redacted to the Disclosing greatest extent reasonably possible, and (ii) such Party shall provide the other Party with a copy of the proposed text of such statements or disclosure (including without limitation any exhibits containing this Agreement) sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text (including without limitation redacted versions of this Agreement); (b) to the extent it is required to be disclosed in response to a valid order by a court or other governmental body and provided that [***]; (and only c) to the extentextent it is required to be disclosed in connection with any legal or regulatory requirements or obligations, including without limitation SEC filings or Regulatory Filings, provided that [***]; (d) to Regulatory Authorities to facilitate the issuance of Regulatory Approvals for a Product; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information; (e) to the extent such disclosure is reasonably necessary in [***]; and/or (f) to Third Parties in connection with such Party’s efforts to secure financing or enter into strategic partnerships, provided [***]. In addition, Coherus may disclose Confidential Information of Distributor to a client, to a government or government agency and to anyone determined by Coherus’ General Counsel to have a legitimate need to know, without notice to Distributor, relating to a possible violation of Applicable Anticorruption Laws or the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4existence of the terms of this Agreement, complying with applicable governmental Laws and regulations (including the rules compensation provisions. [***] Certain information in this document has been omitted and regulations of filed separately with the Securities and Exchange Commission or any national securities exchange) and Commission. Confidential treatment has been requested with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except respect to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement)omitted portions. Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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.EXECUTION COPY

Authorized Disclosure. The Receiving Each Party may disclose Confidential Proprietary Information belonging to the Disclosing other Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) a. regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, b. complying with applicable governmental Laws and regulations laws (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and c. disclosure, solely on a “need to know basis” ”, to Affiliates, potential and future collaborators, permitted acquirers or actual collaborators (including potential Sublicensees) or employeesassignees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; and each of the Parties’ respective directors, employees, contractors and agents, each of whom in the case of clause (i) or (ii) 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 11Section 5; provided, however, that the Receiving receiving Party shall remain responsible for any failure by any Person person who receives Confidential Proprietary Information pursuant to this Article 11 Section 5.6(c) to treat such Confidential Information as required under this Article 11Section 5. If and whenever any Confidential Information is disclosed in accordance with this Section 11.25.6, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject Except in the case of any disclosure made pursuant to Section 11.45.6(c), the Receiving receiving Party shall notify the Disclosing disclosing Party of the Receiving receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 5.6 sufficiently prior to making such disclosure so as to allow the Disclosing disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 10.1, a Party may disclose the other Party’s Confidential Information belonging to and the Disclosing Party to the extent (and only terms of this Agreement to the extent: (a) such disclosure is reasonably necessary in the following instances: a) filing to its employees, agents, consultants, contractors, licensees or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely sublicensees on a “need to need-to-know basis” to Affiliatesbasis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be disclosees are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth consistent with those contained in this Article 11Agreement; providedor (b) such disclosure is reasonably necessary to any bona fide potential or actual investor, howeveracquiror, merger partner, licensee, sublicensee, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that the Receiving in connection with such disclosure, such Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant use all reasonable efforts to this Article 11 to treat inform each disclosee of the confidential nature of such Confidential Information as required under and, in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, Agreement; or (c) such disclosure shall not cause any such information is reasonably necessary to cease to be Confidential Information except to comply with applicable Laws, rules or regulations promulgated by Governmental Authorities or applicable securities exchanges, court order, or administrative subpoena or order; provided that the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and Party subject to Section 11.4such Laws, the Receiving Party rules, regulations, court order, or administrative subpoena or order shall (i) promptly notify the Disclosing other Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 required disclosure; (ii) provide reasonable prior advance notice of the informationproposed text of such disclosure to the other Party for its prior review; (iii) use good faith efforts to incorporate the reviewing Party’s reasonable comments thereon and (iv) use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.

Authorized Disclosure. The Receiving receiving Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) 11.3.1 filing or prosecuting patentspatents as set forth in this Agreement; b11.3.2 Company’s research, Development or Commercialization (including any import, manufacture, use, offer for sale, or sale) activities, including Company’s regulatory filings, with respect to Licensed Compounds and/or Licensed Product, including any Approvals or applications therefor; c) 11.3.3 prosecuting or defending litigation in relation to the BMS Patent Rights, BMS Know How or this Agreement, including responding to a subpoena in a Third Party litigation, provided it has used good faith and reasonable efforts to obtain a protective order for such Confidential Information; d) 11.3.4 subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving receiving Party’s counsel, such disclosure is necessary for such compliance; andprovided, however, that except where impracticable, the receiving Party shall give the disclosing Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure, and in the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose; e) disclosure (i) 11.3.5 disclosure, in connection with the performance of this Agreement and solely on a “need to know basis” ”, to Affiliates, existing or potential or actual collaborators (including existing or potential Sublicensees) or co-marketing and co-promotion contractors), research collaborators, employees, contractors consultants, or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11; and 11.3.6 made by such Party to existing or potential acquirers or merger candidates; investment bankers; public and private sources of funding; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, provided that such Party has used good faith and reasonable efforts to secure an agreement from any such Third Party to be bound by obligations of confidentiality and restrictions on use of Confidential Information that are no less restrictive than the obligations in this Agreement. If and whenever any Confidential Information is disclosed in accordance with this Section 11.211.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving receiving Party shall notify the Disclosing disclosing Party of the Receiving receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 11.3 sufficiently prior to making such disclosure so as to allow the Disclosing disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting patentsPatents as permitted in this Agreement; (b) regulatory filingssubmissions and other filings with Governmental Authorities, including filings with the Securities and Exchange Commission; (c) prosecuting or defending litigationlitigation or other proceedings or regulatory actions; (d) subject to Section 11.4, complying with applicable governmental Laws and regulations Laws; (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure to its employees, agents, and consultants, and any Third Parties (iand potential licensees and) with which a Party is Developing or Commercializing the Product) only on a need-to-know basis and solely as necessary in connection with the performance of this Agreement and solely on a “need Agreement, provided that in each case the recipient of such Confidential Information must agree to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written similar obligations of confidentiality and non-use no less restrictive than the obligations at least as equivalent in scope as those set forth in this Article 1112 prior to any such disclosure; providedand (f) disclosure of the material financial terms of this Agreement to any bona fide potential investor, howeverinvestment banker, acquiror, merger partner, or other potential financial partner; provided that in connection with such disclosure, the Receiving disclosing Party shall remain responsible for any failure by any Person who receives use all reasonable efforts to inform each recipient of the confidential nature of such Confidential Information pursuant to this Article 11 and shall cause each recipient of such Confidential Information to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required under this Article 11. If and whenever any to make a disclosure of the other Party’s Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clause (ra) through (vd) of this Section 11.2 sufficiently prior 12.2, it shall, except where prohibited by applicable Law, give reasonable advance notice to making the other Party of such disclosure so as and use reasonable efforts to allow secure confidential treatment of such information. In any event, the Disclosing Party adequate time Parties agree to take whatever all reasonable action it may deem appropriate to protect the confidentiality avoid disclosure of the informationConfidential Information hereunder.

Authorized Disclosure. The Receiving Nothing herein shall preclude a Party may disclose from disclosing the Confidential Information belonging to of the Disclosing other Party to the extent extent: (and only to the extenta) such disclosure is reasonably necessary in (i) for the following instances: a) filing or prosecuting patents; bof Patents as contemplated by this Agreement; (ii) regulatory filings; cto comply with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval (or any pricing and reimbursement approvals) of a Product; or (iii) for prosecuting or defending litigationlitigations as contemplated by this Agreement; d(b) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is reasonably necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely to its employees, agents, consultants, contractors, licensees or sublicensees on a “need to need-to-know basis” to Affiliatesbasis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be disclosees are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth consistent with those contained in this Article 11Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, sublicensee or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition, sublicense or other business relationship; providedprovided that in connection with such disclosure, however, that the Receiving such Party shall remain responsible for any failure by any Person who receives use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information pursuant to this Article 11 and cause each disclosee to treat such Confidential Information as confidential; (d) such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, a valid order of a court of competent jurisdiction, administrative subpoena or order. Notwithstanding the foregoing, in the event a Party is required under this Article 11. If and whenever any to make a disclosure of the other Party’s Confidential Information is disclosed in accordance with this pursuant to Section 11.212.2(a) or 12.2(d), such disclosure Party shall not cause any such information to cease to be Confidential Information except to promptly notify the extent that such disclosure results in a public disclosure other Party of such information (otherwise than by breach of this Agreement). Where reasonably possible required disclosure and subject shall use reasonable efforts to Section 11.4obtain, or to assist the Receiving other Party shall notify in obtaining, a protective order preventing or limiting the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationrequired disclosure.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) filing regulatory filings and other filings with Governmental Authorities, including filings with the SEC, with respect to the Compound or prosecuting patentsProduct; (b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and ec) disclosure (i) to its Affiliates, employees, agents, and approved independent contractors, only on a need-to-know basis and solely as necessary in connection with the performance of this Agreement and solely on a “need to know basis” to AffiliatesAgreement, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; provided that each of whom in the case of clause (i) or (ii) prior to disclosure disclosee must be bound by written similar obligations of confidentiality and non-use no less restrictive than the obligations at least as equivalent in scope as those set forth in this Article 11Section 15 prior to any such disclosure; providedand (d) solely with respect to the material terms of this Agreement, howeverdisclosure to any bona fide potential or actual investor, investment banker, acquirer, merger partner, or other potential or actual financial partner; provided that in connection with such disclosure, the Receiving disclosing Party shall remain responsible for any failure by any Person who receives use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information pursuant to this Article 11 and cause each disclosee to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required under this Article 11. If and whenever any to make a disclosure of the other Party’s Confidential Information is disclosed in accordance with pursuant to this Section 11.215.4, it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure shall not cause and use reasonable efforts to limit the scope of such disclosure, as well as any subsequent use or disclosure of the information so disclosed, by seeking confidential treatment, a protective order, or the like and reasonably assist the other Party in its efforts to seek such information confidential treatment, protective order or the like. In any event, the Parties agree to cease take all reasonable action to be avoid disclosure of Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationhereunder.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party as expressly permitted by this Agreement, or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting or prosecuting patentsmaintaining the Patent Rights in accordance with this Agreement; (b) regulatory filingsenforcing the Receiving Party’s rights under this Agreement; (c) prosecuting or defending litigation;: (d) subject to Section 11.4, complying with applicable court orders or governmental Laws and regulations regulations: (including the rules and regulations of the Securities and Exchange Commission or any national securities exchangee) and with judicial process, if in the reasonable opinion of disclosure to the Receiving Party’s counselfinancial, such disclosure is legal and other advisors on a need-to-know basis as necessary for such complianceadvisors to provide financial, legal or business advice to the Receiving Party regarding this Agreement or its subject matter, provided that such advisors are bound by non-use and non-disclosure obligations no less restrictive than those set forth in this Agreement, whether by written agreement or by applicable professional ethical obligations; (f) in the case of CRISPR, disclosure to CRISPR’s Affiliates (including, without limitation, Affiliated Sublicensees), provided that Confidential Information so disclosed shall remain subject to this Article 7; (g) in the case of CRISPR and Affiliated Sublicensees, disclosure to Third Party Sublicensees and bona fide potential Third Party Sublicensees, on the condition that each such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; (h) in the case of CRISPR (and Sublicensees), practicing the license granted hereunder or preparing and submitting regulatory filings with respect to Therapeutic Products and/or Diagnostic Products; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) CRISPR and Affiliated Sublicensees, disclosure to Third Parties in connection with due diligence or (ii) prior similar investigations by such Third Parties and disclosure to disclosure must potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by written reasonable obligations of confidentiality and non-use no less restrictive than use. Notwithstanding the obligations set forth foregoing, in this Article 11; provided, however, that the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the other party’s Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement7.3(c) or Section 7.3(d). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify shall, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and use efforts to secure confidential treatment [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of such information at least as diligent as such party would use to protect such party’s own confidential information, but in no event less than reasonable efforts. In any event, the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time agrees to take whatever all reasonable action it may deem appropriate to protect the confidentiality avoid unauthorized disclosure and unauthorized use of the informationConfidential Information.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party as follows: (a) to the Receiving Party’s Affiliates, sublicensees, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights under this Agreement; or (b) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing defending litigation or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound required by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11Applicable Law; provided, however, that if a Receiving Party is required by Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed at the Disclosing Party's reasonable expense; or (c) to potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that in connection with such disclosure, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Article 11 Section 12.3 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationXII.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancesas follows: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject 10.2.1 under appropriate confidentiality provisions similar to Section 11.4those in this Agreement, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of its obligations or exercise of rights expressly granted or reserved in this Agreement and solely on a “need Agreement, including (subject to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations any applicable restrictions set forth in any other provisions of this Article 11Agreement, including Section 10.2.4) conducting activities with respect to DARTs and products other than Program DARTs or Licensed Products; provided, however, that the Receiving Party shall remain responsible for any failure violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Article 11 to treat receiving such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except Information; 10.2.2 to the extent that such disclosure results is reasonably necessary in filing or prosecuting patent and copyright applications, prosecuting or defending litigation, complying with applicable governmental regulations (including the rules and regulations of any stock exchange or NASDAQ), preparing and submitting filings to Regulatory Authorities or as otherwise required by Law; provided, however, that if a Receiving Party is required by Law to make any such disclosure of a Disclosing Party’s Confidential Information (other than a disclosure to a Regulatory Authority in a public disclosure filing required by Law) it will give reasonable advance notice to the Disclosing Party of such information (otherwise than by breach disclosure requirement and shall furnish only that portion of the Disclosing Party’s Confidential Information that the Receiving Party is legally required to furnish; 10.2.3 in communications with existing or bona fide prospective acquirers, merger partners, lenders or investors, and consultants and advisors of the Receiving Party in connection with transactions or bona fide prospective transactions with the foregoing, in each case on a need to know basis and under appropriate confidentiality provisions substantially equivalent to those of this Agreement). Where reasonably possible and subject to Section 11.4; provided, however, that the Receiving Party shall notify the Disclosing Party remain responsible for any violation of such confidentiality provisions by any Person receiving such Confidential Information; 10.2.4 in communications with existing or bona fide prospective licensees, sublicensees or collaborators, and consultants and advisors of the Receiving Party’s intent Party in connection with transactions or bona fide prospective transactions with the foregoing, in each case on a need to make such disclosure pursuant know basis and under appropriate confidentiality provisions substantially equivalent to paragraphs (r) through (v) those of this Section 11.2 sufficiently Agreement; provided, however, that (a) the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Person receiving such Confidential Information; (b) MacroGenics shall not disclose the terms of this Agreement to any such licensee, sublicensee or collaborator without Gilead’s prior written consent, except that MacroGenics may disclose the terms of this Agreement to the extent they relate specifically to the ***Licensed Program, solely as reasonably necessary in connection with such transactions and after redacting any commercially sensitive terms, to any such licensee, sublicensee or collaborator with respect to ***Program DARTs or ***Licensed Products; (c) Gilead shall not disclose the terms of this Agreement to any such licensee, sublicensee or collaborator without MacroGenics’ prior written consent, except that Gilead may disclose the terms of this Agreement to the extent they relate specifically to any Licensed Program, solely as reasonably necessary in connection with such transactions and after redacting any commercially sensitive terms, to any such licensee, sublicensee or collaborator with respect to Program DARTs or Licensed Products from such Licensed Program; (d) except as set forth in clause (e) below with respect to Gilead Collaboration Know-How related to the ***Licensed Program, MacroGenics shall not disclose any Confidential Information of Gilead in a manner that would disclose the identity of Gilead to such licensee, sublicensee or collaborator; and (e) MacroGenics shall not disclose to any such licensee, sublicensee or collaborator any Confidential Information of Gilead other than MacroGenics Know-How that is developed 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 end of the informationResearch Term for the Research Program associated with the Licensed Program to which such Confidential Information relates, except that MacroGenics may disclose any MacroGenics Know-How, Gilead Collaboration Know-How or Know-How comprising Joint IP to the extent related to the ***Licensed Program, solely as reasonably necessary in connection with such transactions, to any such licensee, sublicensee or collaborator with respect to ***Program DARTs or ***Licensed Products; or 10.2.5 to the extent mutually agreed to in writing by the Parties.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances, or to the extent expressly permitted under another provision of this Agreement: (a) filing filing, prosecuting, maintaining, enforcing or prosecuting patentsdefending Patents as permitted by this Agreement; (b) regulatory filingsas reasonably required in generating documentation with or for Regulatory Authorities and obtaining Marketing Approvals and any other Regulatory Approvals for Products; (c) prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation; (d) subject to Section 11.48.4 (Terms of This Agreement), complying with applicable governmental Laws and regulations Applicable Law or court or administrative orders; (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure complying with any of its obligations or exercising any of its rights under this Agreement; (if) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11[***]; provided, however, that the Receiving Party shall will remain responsible for any failure violation of such confidentiality provisions by any Person person who receives Confidential Information pursuant to this Article 11 Section 8.3(f) (Authorized Disclosure); or (g) by either Party to treat one or more Third Parties regarding [***]; provided, however, that the Receiving Party will remain responsible for any violation of such confidentiality provisions by any person who receives Confidential Information as required under pursuant to this Article 11Section 8.3(g) (Authorized Disclosure). If and whenever any Confidential Information is disclosed in accordance with this Section 11.28.3 (Authorized Disclosure), such disclosure shall will not cause any such information to cease to be Confidential Information for purposes of this Agreement, except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject In the event that a Party intends to make a disclosure of the other Party’s Confidential Information pursuant to Section 11.48.3(c) (Authorized Disclosure) or Section 8.3(d) (Authorized Disclosure), it will, except where impracticable or not legally permitted, give reasonable advance notice to the Receiving Party shall notify the Disclosing other Party of the Receiving Party’s intent to make such disclosure pursuant and use not less than the same efforts to paragraphs (r) through (v) secure confidential treatment of this Section 11.2 sufficiently prior to making such disclosure so information as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate would to protect the confidentiality of the informationits own confidential information from disclosure.

Authorized Disclosure. The Receiving To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patentspatent applications in accordance with this Agreement; (b) regulatory filingscommunicating with Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, in accordance with this Agreement and as required in connection with any filing, application, or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Applicable Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andcompliance and (ii) such disclosure is made in accordance with Section 8.3 or Section 8.4 as applicable; (e) disclosure (i) disclosure, in connection with the exercise of its rights and performance of its obligations under this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential and actual Sublicensees) or employees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors, or agents, each of whom in the case of clause (i) or (ii) 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 11ARTICLE 8; provided, however, that the Receiving Party shall will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 ARTICLE 8 to treat such Confidential Information as required under this Article 11ARTICLE 8; and (f) in the case of Akcea, its Affiliates, and its Sublicensees, use and disclosure of Ionis Know-How in the ordinary course of the exercise of the rights and licenses and performance of its obligations under this Agreement. If and whenever any Confidential Information is disclosed in accordance with this Section 11.28.2, then such disclosure shall will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.48.3 and Section 8.4, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 sufficiently 8.2 prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Receiving Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information belonging to of the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing Persons as required by Applicable Law, legal process, court order or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the National Association of Securities and Exchange Commission Dealers 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 e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11Regulatory Authority; provided, however, that the Receiving Party required or intending to disclose the other Party’s Confidential Information shall, to the extent permitted by such Applicable Law, process, order or rules, first have given prompt notice to such other Party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall remain responsible for reasonably cooperate in such efforts by the other Party. Notwithstanding anything to the contrary in Section 9.1, Corregidor may also disclose the Confidential Information of Alkermes to the extent required in its reasonable judgment to Develop, Manufacture and Commercialize Licensed Products pursuant to this Agreement, including to (i) prosecute patent applications directed to Licensed Products and as otherwise contemplated in this Agreement, (ii) make filings and submissions to, or correspond or communicate with, Regulatory Authorities, (iii) conduct discussions with actual or potential investors, Collaboration Partners, acquirers or Distributors, and (iv) secure, operate and maintain appropriate facilities and capabilities to support, and otherwise to conduct, the Development, Manufacture and Commercialization of Licensed Products pursuant to this Agreement. Notwithstanding the foregoing, in the event that Corregidor discovers in the Documentation any failure by Confidential Information of Alkermes that it believes may comprise any Person who receives Confidential Information of Xxx Xxxxx and Company, then Corregidor shall promptly provide such Confidential Information to Alkermes. If Alkermes confirms that such Confidential Information comprises Confidential Information of Xxx Lilly and Company, then Corregidor shall maintain such Confidential Information in confidence and not disclose it to any Third Party. EXECUTION COPY In addition, notwithstanding the foregoing, in the event that Corregidor discovers any Confidential Information of Alkermes that it believes comprises detailed information relating to pharmaceutical product formulations or pharmaceutical product manufacturing processes that does not fall within the exceptions set forth in Sections 1.27 (a) through (d) (“Alkermes Proprietary Information”), and if Corregidor wishes to disclose such Confidential Information to a Third Party in connection with disclosures permitted pursuant to subsections (iii) and (iv) above, then Corregidor may disclose such Confidential Information pursuant to this Article 11 a written agreement with a Third Party that imposes an obligation of non-use for any purpose other than the Development, Manufacture or Commercialization of Licensed Products or for the conduct of Corregidor’s business, and imposes obligations of confidentiality and non-disclosure, all for a period of at least [***] from the date of disclosure (a “Proprietary Information CDA”). If Corregidor desires to treat confirm whether such Confidential Information as required under this Article 11of Alkermes constitutes Alkermes Proprietary Information, Corregidor may provide such Confidential Information to Alkermes for review at least [***] prior to the date of its intended disclosure to obtain such confirmation; provided, however, that if Corregidor provides to Alkermes an amount of Confidential Information for review that is greater in quantity than the amount of material that could reasonably be reviewed during a [***] period, such period shall be extended accordingly. If and whenever any during such [***] (or appropriately extended) period, Alkermes confirms that such Confidential Information is disclosed in accordance with this Section 11.2comprises Alkermes Proprietary Information, then Alkermes will notify Corregidor of such disclosure shall not cause any confirmation prior to expiration of such information to cease to be [***] (or appropriately extended) period. Following the receipt of such confirmation, Corregidor may only disclose such Confidential Information except pursuant to the extent Proprietary Information CDA. If Alkermes does not confirm that such disclosure results in a public disclosure of Confidential Information comprises Alkermes Proprietary Information during such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4time period, the Receiving Party then Corregidor shall notify the Disclosing Party of the Receiving Party’s intent be free to make such disclosure pursuant of such Confidential Information to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow the Disclosing Third Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the informationwithout a Proprietary Information CDA.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to of the Disclosing Party as expressly permitted by this Agreement, or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patentsPatents as permitted by this Agreement; (b) regulatory filingsestablishing or enforcing the Receiving Party’s rights under this Agreement; (c) prosecuting or defending litigationlitigation as permitted by this Agreement; (d) subject to Section 11.4, complying with a valid order of a court or other governmental body having jurisdiction or with applicable governmental Laws and regulations (including the laws, rules and regulations regulations; provided that the Receiving Party shall, except where impracticable, give reasonable advance notice to the Disclosing Party of the Securities and Exchange Commission or any national securities exchange) and with judicial processrequired disclosure, if in and, at the reasonable opinion of the Receiving Disclosing Party’s counselrequest and expense, cooperate with the Disclosing Party’s efforts to contest such required disclosure, to obtain a protective order preventing or limiting the disclosure or requiring that the Confidential Information so disclosed be used only for the purposes for which such disclosure is necessary required, or to obtain other confidential treatment of the Confidential Information required to be disclosed. In any event, the Receiving Party shall disclose only such Confidential Information as it is required by such order or applicable law, rule or regulation to disclose and shall only disclose such Confidential Information for the purpose and to the entity(ies) required by such complianceorder or applicable law, rule or regulation; (e) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use; and e(f) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior GBMT, disclosure to disclosure must be bound by written bona fide potential Sublicensees, provided that each such potential Sublicensee undertakes in writing obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives regarding Confidential Information pursuant to this Article 11 to treat such Confidential Information of Curis which are at least as required stringent as those undertaken by GBMT under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information8.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to with the prior written consent of the Disclosing Party or to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary obligations of confidentiality and non-use no less restrictive than the prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations set forth in this Article 11of confidentiality and non-use prior to any such disclosure; or (vii) 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, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure. (b) Notwithstanding the foregoing, in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 Section 7.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable, give reasonable advance notice 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant and use reasonable efforts to paragraphs (r) through (v) secure confidential treatment of this Section 11.2 sufficiently prior to making such disclosure so as to allow information. In any event, the Disclosing Party adequate time to take whatever action it may deem appropriate to protect Buyer shall not file any patent application based upon or using the confidentiality Confidential Information of the informationXxxxxx provided hereunder.

Authorized Disclosure. The Receiving Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information belonging to of the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing Persons as required by Applicable Law, legal process, court order or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the National Association of Securities and Exchange Commission Dealers 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 e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11Regulatory Authority; provided, however, that the Receiving Party required or intending to disclose the other Party’s Confidential Information shall, to the extent permitted by such Applicable Law, process, order or rules, first have given prompt notice to such other Party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall remain responsible for reasonably cooperate in such efforts by the other Party. Notwithstanding anything to the contrary in Section 9.1, Corregidor may also disclose the Confidential Information of Alkermes to the extent required in its reasonable judgment to Develop, Manufacture and Commercialize Licensed Products pursuant to this Agreement, including to (i) prosecute patent applications directed to Licensed Products and as otherwise contemplated in this Agreement, (ii) make filings and submissions to, or correspond or communicate with, Regulatory Authorities, (iii) conduct discussions with actual or potential investors, Collaboration Partners, acquirers or Distributors, and (iv) secure, operate and maintain appropriate facilities and capabilities to support, and otherwise to conduct, the Development, Manufacture and Commercialization of Licensed Products pursuant to this Agreement. Notwithstanding the foregoing, in the event that Corregidor discovers in the Documentation any failure by Confidential Information of Alkermes that it believes may comprise any Person who receives Confidential Information of Xxx Xxxxx and Company, then Corregidor shall promptly provide such Confidential Information to Alkermes. If Alkermes confirms that such Confidential Information comprises Confidential Information of Xxx Lilly and Company, then Corregidor shall maintain such Confidential Information in confidence and not disclose it to any Third Party. In addition, notwithstanding the foregoing, in the event that Corregidor discovers any Confidential Information of Alkermes that it believes comprises detailed information relating to pharmaceutical product formulations or pharmaceutical product manufacturing processes that does not fall within the exceptions set forth in Sections 1.27 (a) through (d) (“Alkermes Proprietary Information”), and if Corregidor wishes to disclose such Confidential Information to a Third Party in connection with disclosures permitted pursuant to subsections (iii) and (iv) above, then Corregidor may disclose such Confidential Information pursuant to this Article 11 a written agreement with a Third Party that imposes an obligation of non-use for any purpose other than the Development, Manufacture or Commercialization of Licensed Products or for the conduct of Corregidor’s business, and imposes obligations of confidentiality and non-disclosure, all for a period of at least [***] from the date of disclosure (a “Proprietary Information CDA”). If Corregidor desires to treat confirm whether such Confidential Information as required under this Article 11of Alkermes constitutes Alkermes Proprietary Information, Corregidor may provide such Confidential Information to Alkermes for review at least [***] prior to the date of its intended disclosure to obtain such confirmation; provided, however, that if Corregidor provides to Alkermes an amount of Confidential Information for review that is greater in quantity than the amount of material that could reasonably be reviewed during a [***] period, such period shall be extended accordingly. If and whenever any during such [***] (or appropriately extended) period, Alkermes confirms that such Confidential Information is disclosed in accordance with this Section 11.2comprises Alkermes Proprietary Information, then Alkermes will notify Corregidor of such disclosure shall not cause any confirmation prior to expiration of such information to cease to be [***] (or appropriately extended) period. Following the receipt of such confirmation, Corregidor may only disclose such Confidential Information except pursuant to the extent Proprietary Information CDA. If Alkermes does not confirm that such disclosure results in a public disclosure of Confidential Information comprises Alkermes Proprietary Information during such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4time period, the Receiving Party then Corregidor shall notify the Disclosing Party of the Receiving Party’s intent be free to make such disclosure of such Confidential Information to such Third Party without a Proprietary Information CDA. Certain portions of this Exhibit have been omitted pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow a confidential treatment request. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the informationCommission.

Authorized Disclosure. The Receiving (a) Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancesto: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) prosecute or defend litigation with respect to this Agreement; or (ii) comply with Applicable Laws. (b) Additionally, Aptose may use and disclose Confidential Information belonging to CG to the extent such use or disclosure: (i) is necessary or useful for the prosecution or enforcement of CG Patents or patents or patent applications relating to Products or for Regulatory Filings for Products; (ii) is to Aptose’s officers, directors, employees, consultants or Affiliates, who agree to be bound by similar terms of confidentiality; or (iii) is to Aptose’s bona fide potential or actual contractors, Sublicensees, investors, investment bankers, acquirers, merger partners, or other potential or actual financial partners; provided that in connection with such disclosure, Aptose shall use all reasonable efforts to inform each recipient of the performance confidential nature of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives such Confidential Information pursuant to this Article 11 and cause each recipient to treat such Confidential Information as required under this Article 11. If confidential. (c) Additionally, CG may use and whenever any disclose Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information belonging to cease to be Confidential Information except Aptose to the extent such use or disclosure: (i) is necessary or useful for Regulatory Filings for Products; (ii) is to CG’s officers, directors, employees, consultants or Affiliates, who agree to be bound by similar terms of confidentiality; or (iii) is to CG’s bona fide potential or actual contractors, licensees, investors, investment bankers, acquirers, merger partners, or other potential or actual financial partners; provided that in connection with such disclosure, CG shall use all reasonable efforts to inform each recipient of the confidential nature of such Confidential Information and cause each recipient to treat such Confidential Information as confidential. (d) Notwithstanding Section 7.3(a), in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 7.3(a)(ii), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure results in a public disclosure and use commercially reasonable efforts to secure confidential treatment of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Receiving If, based upon the advice of legal counsel skilled in the subject matter, a Party is required to disclose 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 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; (c) use all reasonable efforts to secure confidential protection of such Confidential Information, and (d) continue to perform its obligations of confidentiality set out herein. Each Party may disclose Confidential Information belonging of the other Party to the Disclosing Party 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 of the other Party (and only other than Manufacturing Information) to the extent) extent such disclosure is reasonably necessary in the following instances: a) : filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject patents as permitted by this Agreement; disclosure to Section 11.4, complying with applicable governmental Laws The Rockefeller University and regulations (including the rules and regulations The Regents of the Securities University of California to the extent necessary to fulfill obligations under the Rockefeller License and Exchange Commission UCSF License, respectively, in accordance with this Agreement and the Rockefeller License or any national securities exchange) the UCSF License, as applicable; and with judicial processdisclosure to Sublicensees and potential Sublicensees, if in contractors, employees and consultants who need to know such information for the reasonable opinion development, manufacture and commercialization of the Receiving Party’s counselLicensed Products, such disclosure is necessary for such compliance; and e) disclosure (i) to bankers, lawyers, accountants, agents or other Third Parties in connection with the performance of this Agreement due diligence or similar investigations, and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential Third Party investors in confidential financing documents; provided that any such Sublicensee, contractor, employee, consultant, banker, lawyer, accountant, agent or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be Third Party is bound by written obligations of confidentiality and non-use no less at least as restrictive than the obligations as those set forth in this Article 11; providedherein. In the case of each disclosure, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, making such disclosure shall not cause use reasonable efforts to obtain confidential treatment of any such information to cease to be disclosure, and shall not disclose Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow the Disclosing other Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the informationother than is reasonably necessary.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to To the extent (and only to the extent) such disclosure that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the other Party in the following instances: (a) filing or prosecuting patentspatent applications in accordance with this Agreement; (b) made to the Regulatory Authorities as necessary for the development or commercialization of a Product in a country, as required in connection with any filing, application or request for regulatory filingsapproval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancecompliance and (ii) such disclosure is made in accordance with Section 7.3 or 7.4 as applicable; and (e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employeeslicensees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors (including without limitation consultants and clinical investigators) or agents, each of whom in the case of clause (i) or (ii) 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 117; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 7 to treat such Confidential Information as required under this Article 117. If and whenever any Confidential Information is disclosed in accordance with this Section 11.27.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.4Sections 7.3 and 7.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 7.2 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. For purposes of this Agreement, the Research Results shall be treated as Confidential Information of BMS. Accordingly, Pharmacopeia shall be considered the Receiving Party with respect to the Research Results and shall be subject to all of the restrictions and obligations of this Article 7 with respect to the disclosure and use of such Research Results to the same extent as applicable to Confidential Information disclosed to Pharmacopeia by BMS.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion Tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary and reasonable obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure; (vii) upon the prior written consent of the Disclosing Party; (viii) 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 such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; (ix) as is necessary in connection with a permitted assignment pursuant to ‎Section 10.4. (b) Notwithstanding the foregoing, in the event the Receiving Party is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to ‎Section 8.2(a)(i), ‎(ii), ‎(iii) or ‎(iv), it will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Payer shall not file any patent application based upon or using the Confidential Information of Company provided hereunder. (c) Notwithstanding anything set forth in this Article 11; providedAgreement, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If materials and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except documentation relating to the extent that such Company’s Intellectual Property Rights may be only disclosed to or accessed by the Payer and its attorneys and auditors, without further disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party any other Representative of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationPayer.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting patentsCollaboration Patents in accordance with Article 9; (b) subject to Section 12.3, regulatory filingsfilings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, as necessary for the Development or Commercialization of a Product, as required in connection with any filing, application or request for Approval, provided however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws and Applicable Law, including regulations promulgated by securities exchanges; (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) to its Affiliates, employees, agents, and independent contractors, and any Sublicensees of Collaboration Technology only on a need-to-know basis and solely in connection with the performance of this Agreement and solely on a “need to know basis” to AffiliatesAgreement, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; provided that each of whom in the case of clause (i) or (ii) prior to disclosure disclosee must be bound by written obligations of confidentiality and non-use at least as equivalent in scope as and no less restrictive than the obligations those set forth in this Article 1112 prior to any such disclosure; (f) disclosure of the material terms of this Agreement to any bona fide potential or actual investor, investment banker, acquirer, merger partner, collaborator, sublicensee, distributor, or other potential or actual financial partner; providedprovided that in connection with such disclosure, however, that the Receiving disclosing Party shall remain responsible for any failure by any Person who receives use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information pursuant to this Article 11 and cause each disclosee to treat such Confidential Information as required under confidential; (g) disclosure of any Collaboration results or status reports (including data from any Clinical Trials) to any bona fide potential or actual investor, investment banker, acquirer, merger partner, collaborator, sublicensee, or other potential or actual financial partner; provided that (i) 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 1112 prior to any such disclosure, and (ii) the disclosing Party submits the contents of such proposed disclosure to the other Party at least [***] prior to such disclosure, but the disclosing Party shall not be required to disclose the identity of the disclosee; and (h) disclosure pursuant to Section 12.5. If and whenever any Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information is disclosed in accordance with this Section 11.2pursuant 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 shall not cause and use reasonable efforts to secure confidential treatment of such information. In any such information event, the Parties agree to cease take all reasonable action to be avoid disclosure of Confidential Information hereunder. Notwithstanding the foregoing, either Party may disclose without any limitation such Party’s U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions relating to such Party that are based on or derived from this Agreement, as well as [***] materials [***] relating to such tax treatment or tax structure, except to the extent that such disclosure results in a public disclosure nondisclosure of such information (otherwise than by breach of this Agreement). Where matters is reasonably possible and subject necessary in order to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationcomply with applicable securities laws.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party Party, and Confidential Information deemed to belong to both Parties under the terms of this Agreement, to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, 3.3.1 complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and; e) disclosure (i) in connection with the performance of this Agreement and 3.3.2 disclosure, solely on a “need to know basis,” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employeesresearch and Development collaborators, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual subcontractors, investment bankers, investors, lenders, shareholders, or acquirers; other potential financial partners, and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom in the case of clause (i) or (ii) 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 113, which for the avoidance of doubt, will not permit use of such Confidential Information for any purpose except those permitted by this Agreement; provided, however, that 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 Article 11 Section 3.3.2 to treat such Confidential Information as required under this Article 11. 3. 3.3.3 If and whenever any Confidential Information is disclosed in accordance with this Section 11.23.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.4possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure any disclosures pursuant to paragraphs (r) through (v) of this Section 11.2 3.3.1 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the Receiving Party will provide reasonable assistance to the Disclosing Party with respect thereto; provided that, in any event, the Receiving Party will use reasonable measures to ensure confidential treatment of such information and shall only disclose such Confidential Information of the Disclosing Party as is necessary to comply with such Applicable Laws or judicial process.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 10.1, a Party may disclose the other Party's Confidential Information belonging to and the Disclosing Party to the extent (and only terms of this Agreement to the extent: (a) such disclosure is reasonably necessary in the following instances: a) filing to its employees, agents, consultants, contractors, licensees or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely sublicensees on a “need to need-to-know basis” to Affiliatesbasis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be disclosees are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth consistent with those contained in this Article 11Agreement; providedor (b) such disclosure is reasonably necessary to any bona fide potential or actual investor, howeveracquirer, merger partner, licensee, sublicensee, or other financial or commercial partner ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​ ​ for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that the Receiving in connection with such disclosure, such Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant use all reasonable efforts to this Article 11 to treat inform each disclosee of the confidential nature of such Confidential Information as required under and, in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, Agreement; or (c) such disclosure shall not cause any such information is reasonably necessary to cease to be Confidential Information except to comply with applicable Laws, rules or regulations promulgated by Governmental Authorities or applicable securities exchanges, court order, or administrative subpoena or order; provided that the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and Party subject to Section 11.4such Laws, the Receiving Party rules, regulations, court order, or administrative subpoena or order shall (i) promptly notify the Disclosing other Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 required disclosure; (ii) provide reasonable prior advance notice of the informationproposed text of such disclosure to the other Party for its prior review; (iii) use good faith efforts to incorporate the reviewing Party's reasonable comments thereon and (iv) use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to To the extent (and only to the extent) such disclosure that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the other Party in the following instances: (a) filing or prosecuting patentspatent applications in accordance with this Agreement; (b) regulatory filingscommunicating with the Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, as required in connection with any filing, application or request for Approval, and including any marketing or promotional information related to the Product; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancecompliance and (ii) such disclosure is made in accordance with Section 8.3 or 8.4 as applicable; and (e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employeesLicensees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors (including without limitation consultants and clinical investigators) or agents, each of whom in the case of clause (i) or (ii) 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 118; provided, however, that the Receiving Party shall will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 8 to treat such Confidential Information as required under this Article 118. If and whenever any Confidential Information is disclosed in accordance with this Section 11.28.2, such disclosure shall will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.4Sections 8.3 and 8.4, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 8.2 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. For purposes of this Article 8, during the Collaboration Term, the Research Results will be treated as Confidential Information of both Parties. After the expiration of the Collaboration Term, the Research Results will be treated as Confidential Information of OMI (unless such Research Results are transferred to Isis under Article 11).

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party Party, and Confidential Information deemed to belong to both Parties under the terms of this Agreement, to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d(i) subject to Section 11.45.5, complying with applicable governmental Applicable Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial or administrative process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) disclosure by the Receiving Party of the existence of this Agreement in any press release, annual or special report to stockholders, filings with the Securities and Exchange Commission and other Regulatory Authorities and communications with securities analysts and stockholders; and e(iii) disclosure (i) in connection with the performance of this Agreement and disclosure, solely on a “need to know basis,” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employeesresearch and development collaborators, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual subcontractors, investment bankers, investors, lenders, shareholders, or acquirers; other potential financial partners, and their and each of the Parties’ respective directors, employees, contractors, agents, legal counsel and accountants, each of whom in the case of clause (i) or (ii) 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 115, which for avoidance of doubt, will not permit use of such Confidential Information for any purpose except those permitted by this Agreement; provided, however, that 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 Article 11 Section 5.3 to treat such Confidential Information as required under this Article 115. If and whenever any Confidential Information is disclosed in accordance with this Section 11.25.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.45.5, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure any disclosures pursuant to paragraphs (rSection 5.3(i) through (v) of 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, and the Receiving Party will provide reasonable assistance to the Disclosing Party with respect thereto; provided that, in any event, the Receiving Party will use reasonable measures to ensure confidential treatment of such information and shall only disclose such Confidential Information of the Disclosing Party as is necessary to comply with such Applicable Laws or judicial process.

Authorized Disclosure. The Receiving Party Each party may disclose Confidential Information belonging to the Disclosing Party other party as expressly permitted by this Agreement or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting, or prosecuting patentsmaintaining New Patent Rights as permitted by this Agreement; (b) regulatory filingsRegulatory Filings for Products that such party has a license or right to develop hereunder in a given country or jurisdiction; (c) prosecuting or defending litigationlitigation as permitted by this Agreement; (d) subject to Section 11.4, complying with applicable court orders or governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancestock exchange rules; and (e) disclosure (i) to Affiliates, Licensees, Third Party Service Providers, employees, consultants, contractors, agents or other Third Parties in connection with the performance of this Agreement due diligence or similar investigations by such Third Parties, and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, Licensee, Third Party Service Provider, employee, consultant, contractor, agent or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior other Third Party agrees to disclosure must be bound by written obligations terms of confidentiality and non-use no less restrictive than the obligations consistent with those set forth in this Article 11; providedSection 9. Notwithstanding the foregoing, however, that in the Receiving Party shall remain responsible for any failure by any Person who receives event a party is required to make a disclosure of the other party’s Confidential Information pursuant to this Article 11 Section 9.3(c) or (d), it will, except where impracticable, give reasonable advance notice to treat the other party of such disclosure and use Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information and at least as required under this Article 11diligently as such party would use to protect its own confidential information. If and whenever In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information is hereunder. Any information disclosed in accordance with this Section 11.2, such disclosure pursuant to 9.3(c) or (d) shall not cause any such information to cease to still be deemed Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to the restrictions set forth in this Agreement, including the foregoing provisions of Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information9.

Authorized Disclosure. The Receiving Party Either party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d(b) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by a global stock market or securities exchanges; (including the rules and regulations c) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (d) and with judicial processfor regulatory, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andTax or customs purposes; (e) disclosure (i) in connection with the performance for audit purposes, provided that each recipient of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (f) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each of such recipients of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; (g) upon the obligations set forth in this Article 11prior written consent of the Disclosing Party; or (h) disclosure to actual and potential licensees, acquirors, investors and other sources of funding, including underwriters, debt financing, royalty financing partners, or co-investors, and their respective accountants, financial advisors and other professional representatives (“Financial Advisors”), provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment or financing transaction and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; provided that, that in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 Sections 8.2(a), (b), (c) or (d), it will, except where impracticable, give reasonable advance written notice to treat the Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file or assist any Third Party in filing any patent application based upon or using the Confidential Information as required under of the Seller provided hereunder. The Buyer hereby acknowledges that the Seller may from time to time provide the Buyer with information that may constitute material non-public information with respect to itself and Permitted Licensees. Seller makes no representation or warranty and assumes no duty to inform Buyer whether any information delivered to Buyer pursuant to this Article 11Agreement constitutes material non-public information. If The Buyer hereby agrees that it shall not, and whenever shall cause its Affiliates or Representatives to not, trade any Confidential Information is disclosed securities of the Seller or any Permitted Licensee while in accordance with possession of any information received by it from the Seller pursuant to this Section 11.2, such disclosure shall not cause Agreement in violation of securities laws. Notwithstanding any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4other provision hereunder, the Receiving Party shall notify be liable to the Disclosing Party for any breach by its Affiliate and 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 Person violates the terms of its confidentiality obligation or any of the Receiving Party’s intent to make terms set forth in this Agreement as if such disclosure pursuant to paragraphs (r) through (v) of 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 informationPerson was a party hereto.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigationlitigation between the parties hereto; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court or any national securities exchange) and with judicial process, if in the reasonable opinion administrative body of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andcompetent jurisdiction or other Governmental Authority; e(iv) disclosure (i) in connection with the performance to its Affiliates and its and its Affiliates’ Representatives; provided that each recipient of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations at least as stringent as those set forth in this Article 11Agreement prior to any such disclosure; (v) disclosure to its actual or potential investors, lenders or acquirers, and their respective accountants, financial advisors and other professional representatives, provided that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction or acquisition and that each recipient of Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as those set forth in this Agreement prior to any such disclosure; providedor (vi) upon the prior written consent of the Disclosing Party. Notwithstanding the foregoing, however, that in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 Section 9.2(a)(ii) or (iii), it will, except where impracticable, give reasonable advance notice 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, the Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. Without limiting the foregoing, a party may disclose the other party’s Confidential Information, without the other party’s prior written permission, to the extent it is required to do so by law, regulation, or a court or administrative order or an order of another Governmental Authority; however, prior to such disclosure, the compelled party shall not cause notify the other party (which notice shall include a copy of the relevant portion of any applicable subpoena or order) as promptly as possible after it learns of such information requirement to cease to be Confidential Information disclose, except to the extent such notification would be impractical or legally impermissible (in which event notification shall be made as soon as reasonably practicable and permissible), provide the other party with reasonable opportunity to pursue legal action to prevent or limit the required disclosure, and, if requested, provide reasonable assistance at the other party’s expense in undertaking reasonable legal action to prevent or limit the required disclosure. In the event of any such required disclosure, the party required to disclose the other party’s Confidential Information shall disclose only that portion of the other party’s Confidential Information that it is legally required to disclose based on the advice of its counsel. The Receiving Party shall continue to hold in confidence hereunder any such disclosure results in a public disclosure disclosed Confidential Information of the Disclosing Party unless and until such information (otherwise than by breach is no longer required to be held in confidence under the terms of this Agreement). Where reasonably possible and subject The Buyer shall not seek, because of, or based upon, any Confidential Information of the Seller, Patent or any other form of intellectual property protection with respect to, or related to, any such Confidential Information or use the Confidential Information of the Seller to Section 11.4obtain, or seek to obtain, a commercial advantage over the Seller. Without limiting the foregoing, the Receiving Party Buyer shall notify the Disclosing Party not file any Patent application based upon, disclosing or using any of the Receiving Party’s intent Confidential Information of the Seller provided hereunder. (b) Either party may disclose Confidential Information to make the extent such disclosure pursuant to paragraphs (r) through (v) is necessary or advisable upon reasonable advice of 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 informationcounsel.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party as follows: (a) to the Receiving Party’s Affiliates, potential and actual sublicensees or subdistributors, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights under this Agreement; or (b) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations or otherwise required by Applicable Law (including the rules as required to seek, obtain and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11maintain Product Approvals); provided, however, that if a Receiving Party is required by Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (c) to potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that in connection with such disclosure, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Article 11 Section 14.2 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information14.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party as follows: (a) to the Receiving Party’s Affiliates, potential and actual licensees or distributors, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights under this Agreement; or (b) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations or otherwise required by Applicable Law (including the rules as required to seek, obtain and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11maintain Product Approvals); provided, however, that if a Receiving Party is required by Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (c) to potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that in connection with such disclosure, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Article 11 Section 5.2 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information5.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to with the prior written consent of the Disclosing Party or to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the laws, rules and regulations, including regulations promulgated by securities exchanges; (iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or (vii) disclosure as reasonably required to 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 extent customarily required to consummate such investment, financing transaction partnership, collaboration or 24 acquisition and that each recipient of Confidential Information must be bound by customary obligations set forth of confidentiality and non-use prior to any such disclosure. (b) Notwithstanding the foregoing in this Article 11; providedARTICLE 8, however, that in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party's Confidential Information pursuant to this Article 11 Sections 8.3(a)(i), (ii), (iii) or (iv), it will, except where impracticable, give reasonable advance notice 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of such disclosure and, in any case use reasonable efforts to secure confidential treatment of such information. (c) Except for a press release previously approved in form and substance by the Receiving Party’s intent Company and the Buyer or any other public announcement using substantially the same text as such press release, or by the Target, for clarity, neither the Buyer nor the Company shall, and each party hereto shall cause its respective Representatives, Affiliates and Affiliates' Representatives not to, issue a press release or other public announcement or otherwise make any public disclosure with respect to this Agreement, the other Transaction Agreements or the subject matter hereof or thereof without the prior written consent of the other party hereto or thereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable law or stock exchange rule (in which case the party hereto required to make such the press release or other public announcement or disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to shall allow the Disclosing Party adequate other party hereto reasonable time to take whatever action it may deem appropriate comment on such press release or other public announcement or disclosure in advance of such issuance). Information already public shall not be subject to protect the confidentiality of the informationforegoing obligations.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion Tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary and reasonable obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure; (vii) upon the prior written consent of the Disclosing Party; (viii) disclosure to its potential or actual investors, financing sources (including debt financing sources), partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the extent customarily required to consummate or required to perform such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; (ix) as is necessary in connection with a permitted assignment pursuant to ‎Section 11.4. (b) Notwithstanding the foregoing, in the event the Receiving Party is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to ‎Section 8.2(a)(i), ‎(ii), ‎(iii) or ‎(iv), it will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information of Xxxxxx provided hereunder. (c) Notwithstanding anything set forth in this Article 11; providedAgreement, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If materials and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except documentation relating to the extent that such Seller’s Intellectual Property Rights may be only disclosed to or accessed by the Buyer and its attorneys and auditors, without further disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party any other Representative of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationBuyer.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 12.1, a Party or its Affiliate may disclose the other Party’s Confidential Information belonging to and the Disclosing Party to the extent (and only terms of this Agreement to the extent: (a) such disclosure is reasonably necessary in (i) for the following instances: a) filing or prosecuting patents; bof Patent rights as contemplated by this Agreement; (ii) regulatory filings; cto comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Product; or (iii) for prosecuting or defending litigationlitigation as contemplated by this Agreement; d(b) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is reasonably necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or licensors on a “need need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to know basis” to Affiliates, any bona fide potential or actual collaborators (including potential Sublicensees) or employeesinvestor, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankersacquiror, investors, lendersmerger partner, or acquirersother financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each of whom in case, the case of clause (i) or (ii) prior to disclosure must be disclosees are bound by written obligations of confidentiality and non-use no less restrictive than having a minimum term of five (5) years from the obligations date of the relevant agreement or the date of disclosure, as set forth in this Article 11such agreement; providedor (d) such disclosure is reasonably necessary to comply with Laws, howeverincluding regulations promulgated by applicable security exchanges, that court order, administrative subpoena or other order. Notwithstanding the Receiving foregoing, if a Party shall remain responsible for any failure by any Person who receives or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.212.2(a) or 12.2(d), such disclosure shall not cause any such information to cease to be Confidential Information except to Party will promptly notify the extent that such disclosure results in a public disclosure other Party of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4required disclosure and, upon the Receiving Party shall notify the Disclosing Party of the Receiving other Party’s intent request, such Party and its Affiliates will use reasonable efforts to make such disclosure pursuant obtain, or to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow assist the Disclosing other Party adequate time to take whatever action it may deem appropriate to protect in obtaining, a protective order preventing or limiting the confidentiality of the informationrequired disclosure.

Authorized Disclosure. The Receiving Party Each party may disclose Confidential Information belonging to of the Disclosing Party other party as expressly permitted by this Agreement or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patentsPatents as permitted by this Agreement; (b) regulatory filings; c) prosecuting or defending litigationlitigation as permitted by this Agreement; d(c) subject to Section 11.4, complying with applicable court orders or governmental Laws and regulations authority orders or regulations; (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and ed) disclosure (i) to Third Parties in connection with the performance of this Agreement due diligence or similar investigations by such Third Parties, and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” disclosure to potential Third Party investors or actual investment bankersfinancial institutions or advisors in confidential financing documents, investorsprovided, lendersin each case, or acquirers; each of whom in the case of clause (i) or (ii) that any such Third Party agrees by prior written agreement to disclosure must be bound by written obligations of confidentiality and non-use, such obligations of confidentiality to contain a confidentiality period of at least five (5) years after disclosure of such Confidential Information; and (e) disclosure to Sub-Licensee(s) in connection with sublicense agreements concluded in accordance with Section 2.3, provided, that any such Sub-Licensee agrees by prior written agreement to be bound by confidentiality obligations and non-use no obligations substantially identical and not less restrictive onerous than the obligations those set forth in this Article 11; providedSection 9.1 (except as necessary to enjoy the sublicense). Notwithstanding the foregoing, however, that in the Receiving Party shall remain responsible for any failure by any Person who receives event a party is required to make a disclosure of the other party’s Confidential Information pursuant to this Article 11 Sections 9.3(b) and 9.3(c), it will, except where impracticable, give reasonable advance notice 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, the other party of such disclosure shall not cause any such information and use efforts to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure secure confidential treatment of such information (otherwise at least as diligently as such party would use to protect its own confidential information, but in no event less than by breach reasonable efforts. In any event, the parties agree to take all reasonable action to avoid and/or minimize disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission (or any other relevant agency or body related to a regulated stock exchange) or as otherwise required by law. ANNEX B: Agreed Form of License Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Receiving To the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patentspatent applications in accordance with this Agreement; (b) regulatory filingscommunicating with Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, in accordance with this Agreement and as required in connection with any filing, application or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancecompliance and (ii) such disclosure is made in accordance with Section 14.3 or Section 14.4 as applicable; and[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors or agents, each of whom in the case of clause (i) or (ii) 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 1114; provided, however, that the Receiving Party shall will remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 14 to treat such Confidential Information as required under this Article 1114; and (f) in the case of Dynacure, its Affiliates and Sublicensees, use and disclosure of Ionis Know-How in the ordinary course of the exercise of the rights and licenses granted to Dynacure hereunder. If and whenever any Confidential Information is disclosed in accordance with this Section 11.214.2, such disclosure shall will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.414.3 and Section 14.4, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 sufficiently 14.2 prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Notwithstanding the obligations set forth in Section 12.1, the Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only Party’s Confidential to the extent: (a) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4its employees, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial processagents, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employeesconsultants, contractors or agents; or (ii) solely sub)licensees on a “need to need-to-know basis” to potential basis for the sole purpose of performing its obligations or actual investment bankersexercising its rights under this Agreement; provided that in each case, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be disclosees are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth consistent with those contained in this Article 11Agreement; provided, however, provided that the Receiving Party shall remain be responsible for any failure breach of this Article 12 by its employees, agents, consultants, contractors or (sub)licensees; or (b) such disclosure is reasonably necessary for filing and prosecuting Patents in accordance with Section 9.3; (c) such disclosure is reasonably necessary for filing Regulatory Materials with a Regulatory Authority or obtaining, maintaining or expanding any Person who receives Regulatory Approval; (d) such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or order; provided that the Party subject to such Laws shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure. Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.212.2(d), such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing other Party of the Receiving Party’s intent to make such required disclosure pursuant to paragraphs as far in advance as reasonably practicable (rand in no event less than fifteen (15) through (v) of this Section 11.2 sufficiently Business Days prior to making the anticipated date of disclosure provided that such disclosure so as time is reasonably available to allow such Party) to provide the Disclosing non-disclosing Party adequate time opportunity to take whatever action it may deem appropriate to protect review and comment upon the confidentiality of the informationdisclosure.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to with the prior written consent of the Disclosing Party or to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the laws, rules and regulations, including regulations promulgated by securities exchanges; (iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary obligations of confidentiality and non-use no less restrictive than prior to any such disclosure consistent with this Agreement; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure consistent with this Agreement; or (vii) 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 extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations set forth of confidentiality and non-use prior to any such disclosure consistent with this Agreement. (b) Notwithstanding the foregoing in this Article 11; provided6, however, that in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 Sections 6.3(a)(i), (ii), (iii) or (iv), it will, except where impracticable, give reasonable advance notice 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of such disclosure and, in any case use reasonable efforts to secure confidential treatment of such information. (c) Except for a press release previously approved in form and substance by the Receiving Party’s intent Seller and the Buyer or any other public announcement using substantially the same text as such press release, or by the Target, for clarity, neither the Buyer nor the Seller shall, and each party hereto shall cause its respective Representatives, Affiliates and Affiliates’ Representatives not to, issue a press release or other public announcement or otherwise make any public disclosure with respect to this Agreement, the other Transaction Documents or the subject matter hereof or thereof without the prior written consent of the other party hereto or thereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable law or stock exchange rule (in which case the party hereto required to make such the press release or other public announcement or disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to shall allow the Disclosing Party adequate other party hereto reasonable time to take whatever action it may deem appropriate to protect the confidentiality comment on such press release or other public announcement or disclosure in advance of the informationsuch issuance).

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting, maintaining, enforcing or prosecuting patentsdefending Patents as permitted by this Agreement; (b) regulatory filingsas reasonably required in generating Regulatory Materials and obtaining Regulatory Approvals; (c) prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation; (d) subject to Section 11.4, complying with applicable governmental Laws Applicable Law or court or administrative orders; (e) complying with any obligation under this Agreement; (f) in communications with existing or bona fide prospective acquirers, merger partners, financing sources, investment bankers, lenders or investors, and regulations (including the rules consultants and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion advisors of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) Party in connection with transactions or bona fide prospective transactions with the performance foregoing, in each case on a need to know basis and under appropriate confidentiality provisions substantially equivalent to those of this Agreement Agreement; provided, however, that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Third Party receiving such Confidential Information; or (g) to its Affiliates, sublicensees or prospective sublicensees, subcontractors or prospective subcontractors, consultants, agents and solely advisors on a “need need-to-know” basis in order for the Receiving Party to know basis” to Affiliatesexercise its rights or fulfill its obligations under this Agreement, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-restrictions on use of such Confidential Information that are no less restrictive than the obligations those set forth in this Article 11ARTICLE 12; provided, however, that 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 Article 11 Section 12.3(g) to treat such Confidential Information as required under this Article 11ARTICLE 12. If and whenever any Confidential Information is disclosed in accordance with this Section 11.212.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 11.412.3(a) through Section 12.3(e), it will, except where impracticable or not legally permitted, give reasonable advance notice to the Receiving Party shall notify the Disclosing other Party of the Receiving Party’s intent to make such disclosure pursuant and use not less than the same efforts to paragraphs (r) through (v) secure confidential treatment of this Section 11.2 sufficiently prior to making such disclosure so information as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate would to protect the confidentiality of the informationits own confidential information from disclosure.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party to the extent as follows: (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicenseesthe rights to Develop and Commercialize the Covered Products); (b) to the extent such disclosure is reasonably necessary in filing or employeesprosecuting patent, contractors copyright and trademark applications, prosecuting or agentsdefending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting Development, Commercialization, Clinical Trial Investigations, marketing Covered Products, or otherwise required by Law; or (iic) solely on a “need to know basis” the extent mutually agreed to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in writing by the case of clause (i) or (ii) 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 11Parties; provided, however, that if a Receiving Party is required in litigation or by Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; further provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information from the Receiving Party pursuant to this Article 11 Section 8.2 to treat such Confidential Information as required under this Article 11Section 8.2. If and whenever any In addition, a Receiving Party may disclose Confidential Information is disclosed of the Disclosing Party to any of its Affiliates and Permitted Transferees, or in accordance connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Marinus, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party; provided, however, in each of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality and non-use at least as stringent as those set forth in this Section 11.2Article 8, to limit such disclosure shall not cause any to only personnel having a need to know such information information, and to cease return or certify to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or transaction, as the case may deem appropriate to protect the confidentiality of the informationbe.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patents; (b) regulatory filings; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and (e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” ”, to Affiliates, ; potential or actual collaborators (including potential Sublicensees) ); or employees, contractors contractors, or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (ra) through (vd) of 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. The Except as expressly provided otherwise in this Agreement, a Receiving Party may shall be entitled to disclose Confidential Information belonging to of the Disclosing Party as follows: (a) to the Receiving Party’s Affiliates, employees, officers, directors, agents, consultants, legal counsel and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights under this Agreement; (b) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound otherwise required by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11Applicable Law; provided, however, that if a Receiving Party is required by Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will give reasonable advance notice, where practicably possible, to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of Patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to potential or actual acquirers, merger candidates, licensees or investors or venture capital firms, investment bankers or other financial institutions, lenders or investors, and professional advisors thereof, provided, that in connection with such disclosure, such Receiving Party shall inform each such disclosee of the confidential nature of such Confidential Information and cause each such disclosee to treat such Confidential Information as confidential; or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Article 11 Section 12.2 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationVII.

Authorized Disclosure. The Notwithstanding the provisions of this Article 7, the Receiving Party may disclose Confidential Information belonging of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws and regulations), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange, provided, that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the extent Confidential Information so disclosed be used only for the purposes for which the order was issued or the law, rule or regulation required, or to obtain other confidential treatment of such Confidential Information; or (and only to the extentb) such disclosure is reasonably necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, in each case, in accordance with this Agreement; or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations case of subclause (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement and solely on a “need to know basis” to AffiliatesAgreement, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to actual or bona fide potential or actual licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investorsinvestors or lenders. Notwithstanding any term of this Agreement to the contrary, lendersParagon shall have the right to disclose the terms of this Agreement, or acquirers; each the Research Plan for the IL-23 Research Program, the progress of whom in and updates with respect to the case IL-23 Research Program, the Deliverables for the IL-23 Research Program and the Project Antibody Technology for the IL-23 Research Program (the “IL-23 Information”) to [***] and to bona fide potential and actual [***], for the purpose of clause (i) or allowing Paragon and the Third Party IL-23 Collaborator to prepare for and participate in the IL-23 Selection Process, (ii) prior raising financing for the benefit of the [***] or engaging in other strategic discussions or transactions with respect to disclosure must be bound by written obligations the Retained IL-23 Project Technology, and (iii) enabling the further Development and Manufacture of the Retained IL-23 Project Antibodies for the benefit of the [***], in each case under appropriate confidentiality and non-use no less restrictive than the obligations set forth provisions substantially equivalent to those in this Article 11; providedAgreement (but of shorter duration if customary). For clarity, howeverfollowing the completion of the IL-23 Selection Process, the foregoing restrictions shall not apply with respect to any IL-23 Information that also constitutes Retained IL-23 Project Antibody, which is the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationParagon.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patents; (b) regulatory filings; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and (e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to know basis” ”, to Affiliates, ; potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents); or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; or employees, contractors, or agents, each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (ra) through (vd) of 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. The Receiving Party may disclose or use Confidential Information belonging to of the Disclosing Party if and to the extent (and only to the extent) such disclosure or use is reasonably necessary in the following instances: a(i) filing disclosure to its Affiliates and its and their respective Representatives in relation to the negotiation, entry into or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations performance of the Securities and Exchange Commission Transaction Documents or any national securities exchange) matter arising out of the same, provided that such Persons are informed of the confidential nature of such information and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andobligations under this Section 7.7; e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential prosecuting or actual investment bankers, investors, lenders, defending litigation as permitted by any Transaction Document; (iii) complying with applicable Law or acquirersthe rules of any applicable stock exchange; each of whom 281923888 v10 (iv) in the case of clause Equillium as the Receiving Party, disclosure to Biocon to the extent required to comply with Xxxxxxxxx’s obligations under the Biocon Agreements; or (iv) issuing any press release or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth making any public statement in this Article 11; accordance with Section 7.9, provided, however, that if the Receiving Party shall remain responsible for any failure by any Person who receives is required to disclose or use the Disclosing Party’s Confidential Information pursuant to this Article 11 clause (ii) or (iii), it will, except where prohibited by applicable Law, (A) give reasonable advance notice to treat the Disclosing Party of such disclosure or use, (B) use 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 commercially reasonable efforts and (C) cooperate with any efforts by the Disclosing Party, at the Disclosing Party’s request and expense, to secure confidential treatment of such Confidential Information as required under this Article 11Information. If and whenever any Disclosure or use by the Receiving Party of Confidential Information is disclosed in accordance with this Section 11.27.7(e) shall not, such disclosure shall not in and of itself, cause any such the information so disclosed or used to cease to be treated as Confidential Information under this Agreement, except to the extent that such that, by virtue of disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party in full compliance with this Section 7.7(e), such information becomes generally known or available. The Parties shall notify consult with each other on the Disclosing Party provisions of the Receiving Party’s intent Transaction Documents to make such disclosure pursuant to paragraphs (r) through (v) be redacted in any filings made by the Parties with any Governmental Authority or as otherwise required by Law or the rules of 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 informationany applicable stock exchange.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to of the Disclosing other Party hereunder to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) patent applications, prosecuting or defending litigation; d) subject , making filings with Regulatory Authorities related to Section 11.4, Licensed Product or complying with applicable governmental Laws and regulations (including the rules and regulations regulations, provided that in making any such disclosure of the Securities and Exchange Commission or any national securities exchange) and with judicial processother Party's Confidential Information it will, if except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable opinion advance notice to the other Party of the Receiving Party’s counsel, such disclosure is necessary for such compliance; requirement and e) disclosure (i) in connection with , except to the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom extent inappropriate in the case of clause (i) or (ii) prior patent applications, use its reasonable efforts to disclosure must secure confidential [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. treatment of such Confidential Information required to be bound by written obligations disclosed. In addition, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions substantially as protective as those of this Article 10, to the extent reasonably practicable, Confidential Information of the other Party to its Affiliates, consultants, clinical investigators, Third Party contract manufacturers, potential sublicensees and non-use no less restrictive than other Third Parties only for any purpose provided for in this Agreement. Nothing in this Article 10 shall restrict any Party from using for any purpose any Information developed by it during the obligations course of the collaboration hereunder, except as otherwise set forth in this Article 11; providedSections 10.5 and 10.6 and except that results of Development work related to Licensed Product, howeverincluding, that the Receiving but not limited to clinical trials of Licensed Product, shall not be disclosed to any Third Party shall remain responsible for any failure by any Person who receives Confidential Information unless pursuant to this Article 11 a publication under Section 10.5, a press release under Section 10.6 or to treat such Confidential Information as required Affiliates, consultants, clinical investigators, potential sublicensees and other Third Parties under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except an obligation to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject disclosing Party to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 maintain the confidentiality of the informationsuch Information and provided such Information is furnished for a purpose contemplated under this Agreement.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion Tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary and reasonable obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use at least as stringent as those imposed upon the obligations set forth in this Article 11; parties hereunder prior to any such disclosure; (vii) upon the prior written consent of the Disclosing Party; (viii) 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, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; (ix) as is necessary in connection with a permitted assignment pursuant to Section 10.3. (b) Notwithstanding the foregoing, in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 Section 8.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable, give reasonable advance notice 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant and use reasonable efforts to paragraphs secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information of Seller provided hereunder. (rc) through (v) of Notwithstanding any provision in in this Section 11.2 sufficiently prior Agreement to making such the contrary, materials and documentation relating to the Seller’s Intellectual Property Rights may be only disclosed to or accessed by the Buyer and its attorneys and auditors, without further disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality any other Representative of the informationBuyer.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is for a permitted purpose and is reasonably necessary in the following instances: (a) filing or prosecuting patentsPatents; (b) regulatory filings; c) in prosecuting or defending litigation; d(c) subject to Section 11.4disclosure, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” ”, to Affiliates, potential or actual collaborators (including potential Sublicensees) or and existing collaborators, subcontractors, investment bankers, investors and lenders, and each of the Parties’ respective directors, employees, contractors or and agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-non- use no less restrictive than the obligations set forth in this Article 11Section 7; provided, however, that the Receiving Party shall remain responsible for any failure by any Person Third Party who receives Confidential Information pursuant to this Article 11 to Section 7.2cto treat such Confidential Information as required under this Article 11Section 7. If and whenever any Confidential Information is disclosed in accordance with this Section 11.27.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject other than with respect to Section 11.47.2c, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently 7.2sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate in keeping with the terms of this Agreement to protect the confidentiality of the informationsubject Confidential Information.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to To the extent (and only to the extent) such disclosure that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the other Party in the following instances: (a) filing or prosecuting patentspatent applications in accordance with this Agreement; (b) regulatory filingsmade to the Regulatory Authorities as necessary for the Development or Commercialization of a Product in a country, as required in connection with any filing, application or request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information; (c) prosecuting or defending litigation; (d) subject to Section 11.4, complying with applicable governmental Laws laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancecompliance and (ii) such disclosure is made in accordance with Section 7.3 or 7.4 as applicable; and (e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employeesLicensees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors (including without limitation consultants and clinical investigators) or agents, each of whom in the case of clause (i) or (ii) 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 117; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 7 to treat such Confidential Information as required under this Article 117. If and whenever any Confidential Information is disclosed in accordance with this Section 11.27.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.4Sections 7.3 and 7.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 7.2 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. For purposes of this Article 7, for as long as and to the extent the exclusive license granted to BMS under Section 2.1 remains in effect, the Research Results shall be treated as Confidential Information of both Parties. Accordingly, each Party shall be considered the Receiving Party with respect to the Research Results and shall be subject to all of the restrictions and obligations of this Article 7 with respect to the disclosure and use of such Research Results to the same extent as applicable to Confidential Information disclosed to such Party by the other Party.

Authorized Disclosure. The Receiving Party Notwithstanding the foregoing, EOC may disclose Confidential Information belonging of Abraxis (a) to the Disclosing a Third Party to the extent (and only to the extent) such disclosure is reasonably necessary in to exercise the following instances: a) filing rights granted to or prosecuting patents; retained by it under this Agreement; (b) regulatory filings; to its advisors, investors, acquirers, or collaborators on a need to know basis and subject to obligations of confidentiality, nonuse and nondisclosure at least as stringent as those set forth in Sections 2.2, 2.3, 2.5, 2.8, 2.9 and 2.10 of this Exhibit C; and (c) prosecuting or in defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations regulations, or submitting information to tax or other governmental authorities (including Regulatory Authorities), provided that, if EOC is required pursuant to an order of a court of competent jurisdiction or other government order or judicial process to make any such disclosure of Confidential Information of Abraxis, to the rules extent it may legally do so, it will give reasonable advance written notice to Aadi of such disclosure and regulations will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). Notwithstanding the foregoing authorized disclosures of Confidential Information of Abraxis or the provisions of Sections 7.02 (a) through (e) of the Securities Abraxis License, subject to Section 2.6 of this Exhibit C, EOC is prohibited from disclosing, under any circumstances, any [***], including any information relating to [***], without Aadi's prior written consent; provided that, if EOC is required pursuant to a valid order of a court of competent jurisdiction or other government order or judicial process to make any such disclosure of any [***], EOC may disclose [***] if EOC has first given (i) written notice to Aadi within [***] of receipt of the document to which EOC is responding or at least [***] prior to any disclosure if such notice is less than [***] in advance of the required production of the applicable [***], (ii) Aadi an opportunity to review and Exchange Commission approve any disclosures EOC intends to make in response to the applicable court or any national securities exchange) and with governmental order or judicial process, if and (iii) Aadi [***] a reasonable opportunity to take appropriate action and cooperate with Aadi as necessary and requested by Aadi to obtain an appropriate protective order; provided further that, in each case, the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, response to such disclosure shall not cause any such court or governmental order or judicial process will be limited to that information to cease that is legally required to be Confidential Information except disclosed in response to the extent that such disclosure results court or governmental order or judicial process, as determined in a public disclosure of such information (otherwise than good faith by breach of this Agreement). Where reasonably possible and subject counsel to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationEOC.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion Tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by 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. customary obligations of confidentiality and non-use prior to any such disclosure; (vii) upon the prior written consent of the Non-disclosing Party; (viii) 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 such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or (ix) as contemplated by Section 9.6. (b) Notwithstanding the foregoing, in the event the Disclosing Party is required to make a disclosure of the Non-disclosing Party’s Confidential Information pursuant to Sections 7.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable, give reasonable advance notice to the Non-disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information of Seller provided hereunder. (c) Notwithstanding anything set forth in this Article 11; providedAgreement, howeverincluding Section 7.2, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If material and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except documentation relating to the extent that such Seller’s Intellectual Property Rights may be only disclosed to or accessed by Buyer and its attorneys, without further disclosure results in a public disclosure to any other Representative of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationBuyer.

Authorized Disclosure. The Notwithstanding the foregoing Section 9.1, a Receiving Party may disclose Confidential Information belonging to of the Disclosing Party Party: (i) to the extent and to the persons and entities as required by an applicable law, rule, regulation, legal process, court order or the rules of the any securities exchange on which any security issued by either Party is traded or of a Regulatory Authority; or (and ii) as necessary to file, prosecute or defend those patent applications or patents for which either Party has the right to assume filing, prosecution, defense or maintenance, pursuant to Article 6 of this Agreement; or (iii) to prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent) such extent that any disclosure is reasonably necessary necessary; provided that, if Glenveigh is required or intends to disclose Protherics’ Confidential Information under Sections 9.2(i) or (iii), Glenveigh shall give advance written notice to Protherics of such required disclosure, so that Protherics may seek a protective order or other appropriate remedy. If, in the following instances: a) filing absence of a protective order or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4other remedy, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial processGlenveigh is nonetheless, if in the reasonable opinion of the Receiving PartyGlenveigh’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance required to disclose Confidential Information of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (iProtherics under Sections 9.2(i) or (ii) prior to disclosure must be bound by written obligations iii), Glenveigh may disclose only that portion of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant of Protherics which such counsel advises in writing is legally required to this Article 11 to treat be disclosed; and further provided that Glenveigh shall preserve the confidentiality of such Confidential Information as required under this Article 11. If and whenever any to the fullest extent possible, including, without limitation, by cooperating with Protherics in its efforts to secure confidential or protective treatment of such Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information or to cease to be Confidential Information except to the extent that such disclosure results in obtain a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationprotective order or other remedy.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party as follows: (i) to the Receiving Party’s Affiliates, potential and actual sublicensees, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights under this Agreement; or (ii) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) patent, copyright and trademark applications, prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission regulations, obtaining regulatory approval, conducting pre-clinical activities or any national securities exchange) and with judicial processclinical trials, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lendersmarketing Licensed Products, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound otherwise required by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11law; provided, however, that if a Receiving Party is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of Patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) to potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that in connection with such disclosure, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential information as confidential; or (iv) to the extent mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Article 11 Section 9.2 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information9.

Authorized Disclosure. The Receiving Notwithstanding the obligations set forth in Section 11.1, a Party may disclose the other Party’s Confidential Information belonging to and the Disclosing Party to the extent (and only terms of this Agreement to the extent: (a) such disclosure is reasonably necessary in (i) to comply with the following instances: arequirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of the Bulk Product or the API; or (ii) filing or prosecuting patents; b) regulatory filings; c) for prosecuting or defending litigationlitigation as contemplated by this Agreement or the License Agreement; d(b) subject such disclosure is reasonably necessary to Section 11.4its officers, complying directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or licensors on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion pursuant to Rule 24b-2 of the Receiving Party’s counselSecurities Exchange Act of 1934, as amended. by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, any bona fide potential or actual collaborators (including potential Sublicensees) or employeesinvestor, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankersacquiror, investors, lendersmerger partner, or acquirersother financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each of whom in case, the case of clause (i) or (ii) prior to disclosure must be disclosees are bound by written obligations of confidentiality and non-use no less restrictive than having a minimum term of five years; or (d) such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the obligations set forth foregoing, in this Article 11; provided, however, that the Receiving event a Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the other Party’s Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.211.2(a) or 11.2(d), such disclosure Party shall not cause any such information to cease to be Confidential Information except to promptly notify the extent that such disclosure results in a public disclosure other Party of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4required disclosure and, upon the Receiving Party shall notify the Disclosing Party of the Receiving other Party’s intent request, shall use reasonable efforts to make such disclosure pursuant obtain, or to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as to allow assist the Disclosing other Party adequate time to take whatever action it may deem appropriate to protect in obtaining, a protective order preventing or limiting the confidentiality of the informationrequired disclosure.

Authorized Disclosure. The Receiving Party (a) Either party hereto may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion Tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary and reasonable obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each such recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use at least as stringent as those imposed upon the parties hereunder prior to any such disclosure; (vii) upon the prior written consent of the Disclosing Party; (viii) 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 such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations set forth of confidentiality and non-use prior to any such disclosure; (ix) as is necessary in this Article 11; providedconnection with a permitted assignment pursuant to ‎Section 10.3. (b) Notwithstanding the foregoing, however, that in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 ‎Section 8.2(a)(i), ‎(ii), ‎(iii) or ‎(iv), it will, except where impracticable, give reasonable advance notice 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant and use reasonable efforts to paragraphs (r) through (v) secure confidential treatment of this Section 11.2 sufficiently prior to making such disclosure so as to allow information. In any event, the Disclosing Party adequate time to take whatever action it may deem appropriate to protect Buyer shall not file any patent application based upon or using the confidentiality Confidential Information of the informationSeller provided hereunder. (c) Notwithstanding any provision in in this Agreement to the contrary, materials and documentation relating to the Seller’s Intellectual Property Rights may be only disclosed to or accessed by the Buyer and its attorneys and auditors, without further disclosure to any other Representative of the Buyer.

Authorized Disclosure. The Receiving Party Each party may disclose Confidential Information belonging to of the Disclosing Party other party to the extent (and only to the extent) that such disclosure is reasonably necessary in the following instancesis: a) filing made in response to a valid order of a court of competent jurisdiction; provided, however, that such disclosing party will, to the extent reasonably practicable, (i) first have given written notice to the other party and given such other party a reasonable opportunity to take appropriate action and (ii) cooperate with such other party as necessary to obtain an appropriate protective order or prosecuting patentsother protective remedy or treatment; provided, further, that in each case, the Confidential Information disclosed in response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order, as determined in good faith by counsel to the party that is obligated to disclose Confidential Information pursuant to such order; b) regulatory filingsotherwise required to be disclosed by any applicable law, rule, or regulation (including, without limitation, the U.S. federal securities laws and the rules and regulations promulgated thereunder) or the requirements of any stock exchange to which a party is subject; provided, however, that the party that is so required to disclose will provide such other party with written notice of such disclosure reasonably in advance thereof to the extent reasonably practicable and reasonable measures will be taken to assure confidential treatment of such information, including such measures as may be reasonably requested by the disclosing party with respect to such Confidential Information; c) prosecuting or defending litigation; d) subject to Section 11.4made by such party, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely Agreement, to such party’s Affiliates, licensees or sublicensees, directors, officers, employees, consultants, representatives or agents, or to other Third Parties, in each case on a “need to know basis” basis and solely to Affiliatesuse such information for business purposes relevant to and permitted by this Agreement, potential or actual collaborators and provided that (including potential Sublicenseesi) or employees, contractors or agents; or each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations no less than substantially as restrictive as those set forth in this Agreement and (ii) solely on a “need the party making such disclosure shall be liable for such Third Parties’ compliance with such obligations; d) made by such party to know basis” to existing or potential acquirers, existing or actual potential collaborators, licensees, licensors, sublicensees, investment bankers, accountants, attorneys, existing or potential investors, lendersmerger candidates, partners, venture capital firms or other financial institutions or investors for use of such information for business purposes relevant to this Agreement or for due diligence in connection with the financing, licensing or acquisition of such party (or such party’s acquisition of, or acquirers; merger with, a Third Party), and provided that (i) each of individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations (or in the case of clause (iattorneys or accountants, an equivalent professional duty of confidentiality) or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-use no less at least as restrictive than the obligations as those set forth in this Article 11; provided, however, that Agreement and (ii) the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, party making such disclosure shall not cause any be liable for such information Third Parties’ compliance with such obligations; or e) in the case of BioTime, made to cease to be Confidential Information except UURF pursuant to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party terms of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationUURF License.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting patentsregulatory filings and other filings with Governmental Authorities, including filings with the Securities and Exchange Commission; (b) regulatory filings; c) prosecuting or defending litigation; d(c) subject to Section 11.4, complying with applicable governmental Laws Laws; (d) disclosure to its employees, agents, and regulations consultants, and any Third Parties (including the rules permitted licensees or sublicensees with which a Party is Developing or Commercializing Products) only on a need-to-know basis and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is solely as necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need Agreement; provided, that in each case the recipient of such Confidential Information must agree to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written similar obligations of confidentiality and non-use no less restrictive than the obligations at least as equivalent in scope as those set forth in this Article 1112 prior to any such disclosure; and (e) disclosure of the material financial terms of this Agreement to any bona fide potential investor, investment banker, acquiror, merger partner, licensees, sublicensees or other potential financial partner; provided, howeverthat in connection with such disclosure, that the Receiving disclosing Party shall remain responsible for any failure by any Person who receives use all reasonable efforts to inform each recipient of the confidential nature of such Confidential Information pursuant to this Article 11 and cause each recipient of such Confidential Information to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required under this Article 11. If and whenever any to make a disclosure of the other Party’s Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clause (ra) through (vc) of this Section 11.2 sufficiently prior 12.2, it will, except where impracticable, give reasonable advance notice to making the other Party of such disclosure so as and use best efforts to allow secure confidential treatment of such information. In any event, the Disclosing Party adequate time Parties agree to take whatever all reasonable action it may deem appropriate to protect the confidentiality avoid disclosure of the informationConfidential Information hereunder.

Authorized Disclosure. The Receiving A Party may use or disclose the Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such use or disclosure is reasonably necessary in the following instances: (a) Solely with respect to Immunomedics, filing or prosecuting patentsPatents relating to the Licensed Product; (b) regulatory filingsObtaining or maintaining Regulatory Approvals relating to Licensed Products; provided that Everest shall have such rights only to the extent necessary to perform the Transition Services during the Term; (c) prosecuting Prosecuting or defending litigationlitigation as permitted under this Agreement; (d) subject to Section 11.4Disclosure required by Applicable Law or a valid court order, complying with or by applicable governmental Laws and rules, regulations (or requests of any regulatory body including without limitation the rules and regulations of the U.S. Securities and Exchange Commission or similar regulatory agency in a country other than the United States, or any national securities exchange) and with judicial process, if in the reasonable opinion applicable stock exchange (such as Nasdaq or The Stock Exchange of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andHong Kong Limited); (e) disclosure (i) Disclosure, on a need-to-know basis in connection with the performance of this Agreement and solely on a “need to know basis” Agreement, to Affiliates, potential or actual collaborators (including potential Sublicensees) or permitted sublicensees, and its and their employees, contractors consultants, subcontractors, advisors, or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written similar obligations of confidentiality and non-use no less restrictive than the obligations at least equivalent in scope to those set forth in this Article 11Section 8; and/or (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, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, (i) such disclosure shall not cause any such information to cease to be Confidential Information except made only to the extent that customarily required to consummate such disclosure results in a public disclosure investment, financing transaction partnership, collaboration or acquisition, (ii) each recipient of such information Confidential Information must be bound by customary obligations of confidentiality and nonuse, and (otherwise than iii) no disclosures shall be made by breach Everest under this Section 8.2(f) to competitors of this Agreement)Immunomedics except with Immunomedics’ prior written consent. Where reasonably possible and subject With respect to Section 11.4any disclosures permitted under subsections (c) or (d) above, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently prior to making such disclosure so as shall give the other Party reasonable advance notice of such disclosure, limit the disclosure to allow that actually required, and cooperate in the Disclosing Party adequate time other Party’s attempts to take whatever action it may deem appropriate to protect the confidentiality obtain a protective order or confidential treatment of the informationinformation required to be disclosed.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigationlitigation between the parties hereto; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court or any national securities exchange) and with judicial process, if in the reasonable opinion administrative body of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andcompetent jurisdiction or other Governmental Entity; e(iv) disclosure (i) in connection with the performance to its Affiliates and its and its Affiliates’ Representatives; provided, that each recipient of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations at least as stringent as those set forth in this Article 11; Agreement prior to any such disclosure; (v) disclosure to its actual or potential investors, lenders or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction or acquisition and that each recipient of Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent as those set forth in this Agreement prior to any such disclosure; or (vi) upon the prior written consent of the Disclosing Party. Notwithstanding the foregoing, in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 Section 9.2(a)(ii) or (iii), it will, except where impracticable, give reasonable advance notice 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, the Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. Without limiting the foregoing, a party may disclose the other party’s Confidential Information, without the other party’s prior written permission, to the extent it is required to do so by law, regulation, or a court or administrative order or an order of another Governmental Entity; however, prior to such disclosure, the compelled party shall not cause notify the other party (which notice shall include a copy of the relevant portion of any applicable subpoena or order) as promptly as possible after it learns of such information requirement to cease to be Confidential Information disclose, except to the extent such notification would be impractical or legally impermissible (in which event notification shall be made as soon as reasonably practicable and permissible), provide the other party with reasonable opportunity to pursue legal action to prevent or limit the required disclosure, and, if requested, provide reasonable assistance at the other party’s expense in undertaking reasonable legal action to prevent or limit the required disclosure. In the event of any such required disclosure, the party required to disclose the other party’s Confidential Information shall disclose only that portion of the other party’s Confidential Information that it is legally required to disclose based on the advice of its counsel. The Receiving Party shall continue to hold in confidence hereunder any such disclosure results in a public disclosure disclosed Confidential Information of the Disclosing Party unless and until such information (otherwise than by breach is no longer required to be held in confidence under the terms of this Agreement). Where reasonably possible and subject The Buyer shall not seek, because of, or based upon, any Confidential Information of the Seller, Patent or any other form of intellectual property protection with respect to, or related to, any such Confidential Information or use the Confidential Information of the Seller to Section 11.4obtain, or seek to obtain, a commercial advantage over the Seller. Without limiting the foregoing, the Receiving Party Buyer shall notify the Disclosing Party not file any Patent application based upon, disclosing or using any of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 Confidential Information of the informationSeller provided hereunder.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing Party hereunder to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) patent applications, prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations or conducting preclinical or clinical trials, provided that if a Party intends to make any such disclosure of the Securities and Exchange Commission or any national securities exchange) and with judicial processother Party's Confidential Information it will, if except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable opinion advance notice to the other Party of the Receiving Party’s counsel, such disclosure is necessary for such compliance; requirement and e) disclosure (i) in connection with , except to the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom extent inappropriate in the case of clause (i) or (ii) prior patent applications, will use its reasonable efforts to disclosure must secure confidential treatment of such Confidential Information required to be bound by written obligations disclosed. In addition, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as those of this Article 12, Confidential Information to any Third Party for the purpose of carrying out activities authorized under this Agreement, including disclosures to authorized sublicensees and non-use no less restrictive than disclosures by Abgenix for purposes of the obligations set forth development and commercialization of products outside the scope of this Agreement. Nothing in this Article 11; provided12 shall restrict any Party from using for any purpose any information developed by it during the course of the collaboration hereunder. Survival. This Article 12 shall survive the termination or expiration of this Agreement for a period of five (5) years. Publications. Except as required by law, however, each Party agrees that it shall not publish or present any Confidential Information relating to the Receiving Licensed Product or the Field without the opportunity for prior review by the other Party. Each Party shall remain responsible provide to the other the opportunity to review any proposed publications or presentations (including information to be presented verbally) which relate to the Field as early as reasonably practical, but at least two (2) weeks prior to their intended submission for any failure by any Person who receives Confidential Information pursuant publication (except with the consent of the Development Liaison Officer of the other Party) and such submitting Party agrees, upon written request from the other Party, not to this Article 11 submit such abstract or manuscript for publication or to treat make such Confidential Information as presentation until the other Party agrees, which agreement shall not be unreasonably withheld. The Clinical Development Committee shall coordinate the approvals required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information12.4.

Authorized Disclosure. The Receiving Party (A) Except as otherwise provided in this Section 4.2, each party will restrict internal access to the other party's Confidential Information solely to those of its personnel or consultants with a need to know the same for the performance of this Agreement and who are similarly bound to protect and preserve the confidentiality thereof, [***] Neither party will make or permit to be made any copies or progeny of any of the other party's Confidential Information except as is reasonably required for the performance of this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. (B) If, based upon the advice of legal counsel skilled in the subject matter, a party is required to disclose 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 person or entity required to receive such disclosure; provided, however, that the party required to disclose such Confidential Information shall (i) to the extent reasonably practicable, give prior notice to such other party to enable it to seek any available exemptions from or limitations on [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such disclosure requirement and shall reasonably cooperate in such efforts by the other party, (ii) furnish only the portion of the Confidential Information which is legally required to be disclosed, based upon the advice of legal counsel skilled in the subject matter; (iii) use all reasonable efforts to secure confidential protection of such Confidential Information, and (iv) continue otherwise to perform its obligations of confidentiality set out herein as to such Confidential Information. (C) To the extent the disclosure of Confidential Information is reasonably necessary to obtain one or more regulatory approvals for the manufacturing, use, marketing, reimbursement, sale and/or pricing of a Product, Amylin may disclose Confidential Information belonging of Nastech to the Disclosing Party relevant governmental regulatory authority involved in granting such approval in any jurisdiction in the Territory (including (i) in the United States, the FDA and any successor governmental authority having substantially the same function and (ii) in the European Union, the European Medicines Agency and the Committee for Proprietary Medicinal Product and any successor governmental authority having substantially the same authority, as well as any relevant authority in an individual country as provided under applicable law). (D) Each party may disclose Confidential Information of the other party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d: (i) subject to the limitations of Section 11.43.5(d), complying with applicable governmental Laws disclosure to contractors, employees and regulations consultants who need to know such information for the development, manufacture and commercialization of Products; (including the rules and regulations of the Securities and Exchange Commission or any national securities exchangeii) and with judicial process, if in the reasonable opinion of the Receiving Party’s disclosure to such party's outside counsel, such disclosure is necessary for such complianceaccountants, or agents; and eand (iii) disclosure to bankers and other Third Parties in connection with due diligence or similar investigations; provided in each case described in clauses (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliatesthrough (iii) that any such contractor, potential employee, consultant, banker, lawyer, accountant, agent or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be Third Party is bound by written obligations of confidentiality and non-use no less at least as restrictive than the obligations as those set forth in this Article 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Agreement. Disclosure of Confidential Information pursuant to this Article 11 to treat such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed of a party in accordance connection with the filing or prosecution of Joint Patents shall be governed by Section 8.2(b). (E) [***] (F) In each case of disclosure described in this Section 11.24.2, the party making such disclosure shall not cause obtain the agreement of the receiving individual or entity to treat any such information to cease to be disclosure as confidential, and shall not disclose Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationother party other than is reasonably necessary.

Authorized Disclosure. The Receiving Party Notwithstanding the foregoing, each of Abraxis and AADi may disclose Confidential Information belonging of the other Party (a) to the Disclosing a Third Party to the extent (and only to the extent) such disclosure is reasonably necessary in to exercise the following instances: a) filing rights granted to or prosecuting patents; retained by it under this Agreement; (b) regulatory filings; [***] on a need to know basis and subject to obligations of confidentiality, nonuse and nondisclosure at least as stringent as those set forth in Sections 9.1, 9.2, 9.3, 9.5, 9.9, 9.10 and 9.11; and (c) prosecuting or in defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations regulations, or submitting information to tax or other governmental authorities (including the rules and regulations Regulatory Authorities), provided that, if a Party is required pursuant to an order of a court of competent jurisdiction or other government order or judicial process to make any such disclosure of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Disclosing Party’s counselConfidential Information, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject it may legally do so, it will give reasonable advance written notice to Section 11.4, the Receiving Party shall notify the Disclosing Party of such disclosure and will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). Notwithstanding the Receiving foregoing authorized disclosures of the Disclosing Party’s intent to make such disclosure pursuant to paragraphs (rConfidential Information or the provisions of Sections 1.17(a) through (vf), subject to Section 9.7, AADi is prohibited from disclosing, under any circumstances, any [***], including any information relating to the manufacture of the Licensed Products or processes or know-how relating thereto, except to any Permitted Parties (as defined in Section 9.7.12), without Abraxis’ prior written consent; provided that, if AADi is required pursuant to a valid order of a court of competent jurisdiction or other government order or judicial process to make any such disclosure of any [***], AADi may disclose [***] if AADi has first given (i) written notice to Abraxis within [***] of this Section 11.2 sufficiently receipt of the document to which AADi is responding or at least [***] prior to making any disclosure if such disclosure so as notice is less than [***] in advance of the required production of the applicable [***], (ii) Abraxis an opportunity to allow review and approve any disclosures AADi intends to make in response to the Disclosing Party adequate time applicable court or governmental order or judicial process, and (iii) Abraxis a reasonable opportunity to take whatever action appropriate Certain identified information marked with [***] has been excluded from this exhibit because it may deem appropriate to protect the confidentiality is not material and is of the informationtype that the registrant treats as private and confidential. action and cooperate with Abraxis as necessary and requested by Abraxis to obtain an appropriate protective order; provided further that, in each case, the [***] disclosed in response to such court or governmental order or judicial process will be limited to that information that is legally required to be disclosed in response to such court or governmental order or judicial process, as determined in good faith by counsel to AADi.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) filing or prosecuting patentsregulatory filings and other filings with Governmental Authorities, including filings with the SEC, with respect to a Product; (b) regulatory filings; c) prosecuting or defending litigationlitigation relating to this Agreement; d(c) subject to Section 11.4, complying with applicable governmental Laws laws and regulations regulations, including regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and ed) disclosure (i) to its Affiliates, employees, agents, and independent contractors, and any sublicensees of Collaboration Technology only on a need-to-know basis and solely as necessary in connection with the performance of this Agreement and solely on a “need to know basis” to AffiliatesAgreement, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; provided that each of whom in the case of clause (i) or (ii) prior to disclosure disclosee must be bound by written similar obligations of confidentiality and non-use no less restrictive than the obligations at least as equivalent in scope as those set forth in this Article 1112 prior to any such disclosure; providedand (e) solely with respect to the material terms of this Agreement, howeverdisclosure to any bona fide potential or actual investor, investment banker, acquirer, merger partner, or other potential or actual financial partner; provided that in connection with such disclosure, the Receiving disclosing Party shall remain responsible for any failure by any Person who receives use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information pursuant to this Article 11 and cause each disclosee to treat such Confidential Information as confidential. Notwithstanding the foregoing, in the event a Party is required under this Article 11. If and whenever any to make a disclosure of the other Party’s Confidential Information is disclosed in accordance with pursuant to this Section 11.212.2, it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure shall not cause and use reasonable efforts to limit the scope of such disclosure, as well as any such subsequent use or disclosure of the information so disclosed, by seeking confidential treatment, a protective order, or the like. In any event, the Parties agree to cease take all reasonable action to be avoid disclosure of Confidential Information except hereunder. All documents and other materials which embody the Confidential Information of a Party will be returned to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach Party promptly following termination of this Agreement). Where reasonably possible , and subject no copies, extracts or other reproductions shall be retained by the other Party, except that one copy may be retained by the other Party’s legal counsel to Section 11.4, the Receiving ascertain compliance with this Agreement; provided that a Party shall notify not be required to return Information generated under the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 informationCollaboration.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging with the prior written consent, such consent not to be unreasonably withheld or delayed, of the Disclosing Party or to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a(i) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the laws, rules and regulations, including regulations of the Securities and Exchange Commission or any national promulgated by securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; andexchanges; e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely complying with a valid order of a court of competent jurisdiction or other Governmental Entity; (iii) disclosure to its Affiliates and Representatives on a “need to need-to-know basis” to potential or actual investment bankers, investors, lenders, or acquirers; provided that each recipient of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth herein prior to any such disclosure; or (iv) disclosure to its actual or potential lenders, potential acquirers, investors, merger partners, consultants, auditors or professional advisors, provided, that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by obligations of confidentiality and non-use no less restrictive than those in this Article 11; providedAgreement prior to any such disclosure. (b) Notwithstanding the foregoing, however, that in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 6.2(a)(i) or Section 6.2(a)(ii), it will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, the Buyer shall not file any patent application based upon or using the Confidential Information of Xxxxxx provided hereunder. (c) The Buyer agrees that it shall (i) protect and safeguard the Confidential Information of the Seller or Akcea with at least the same degree of care as the Buyer would protect its own similar Confidential Information, but in no event with less than a commercially reasonable degree of care, (ii) not use the Seller’s Confidential Information, or permit it to be accessed or used, in violation of or inconsistent with this Article 11 6, and (iii) implement procedures to treat ensure no such Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance to any person or entity that are pharmaceutical companies that are developing or commercializing any product that is directly competitive with this Section 11.2any 2012 Biogen Licensed Product, such disclosure shall not cause including Spinraza, 2017 Biogen Licensed Product, including BIIB-115, or Pelacarsen. Xxxxx acknowledges and agrees that any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible Article 6 will cause injury to the Seller for which money damages would be an inadequate remedy and subject that, in addition to Section 11.4remedies at law, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent Seller is entitled to make seek equitable relief as a remedy for any such disclosure pursuant to paragraphs (r) through (v) of 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 informationbreach.

Authorized Disclosure. The Receiving Each Party and its Recipients may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) that such disclosure is reasonably necessary in the following instancesis: (a) filing made in response to a valid order of a court of competent jurisdiction or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations other Governmental Authority of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) 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 11competent jurisdiction; provided, however, that the Receiving receiving Party shall remain responsible for any failure by any Person who receives first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order requiring that the Confidential Information pursuant to this Article 11 to treat that is the subject of such order be held in confidence by such court or Governmental Authority or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information as required under this Article 11. If and whenever any Confidential Information is disclosed in accordance with this Section 11.2, response to such disclosure court or governmental order shall not cause any such be limited to that information to cease that is legally required to be Confidential Information except disclosed in such response to such court or governmental order; or (b) otherwise required by applicable Law or the requirements of a national securities exchange or another similar regulatory body, with the receiving Party providing prior written notice thereof to the extent disclosing Party and a reasonable opportunity for the disclosing Party to review and comment on such required disclosure and propose that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and portions be subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 sufficiently a request for confidential treatment thereof or a protective order therefor prior to making such disclosure so as and the receiving Party using reasonable efforts to allow secure confidential treatment or any other applicable protection for the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality portions of the informationConfidential Information that the disclosing Party requests be redacted; (c) made by Grifols or its Affiliates to Third Parties as may be reasonably necessary in connection with (i) the use, importation, transportation, promotion, marketing, distribution, offering to sell, selling or otherwise disposing of or offering to dispose of the Supplied Product in the Territory or (ii) the manufacture, storage, testing, packaging or labeling of Supplied Product that will be used, imported, transported, promoted, marketed, distributed, offered for sale, sold or otherwise disposed of or offered to be disposed of in the Territory, in each case of (i) and (ii), as contemplated by this Agreement, the Quality Agreement or the License Agreement; provided that any such Third Party that is not a Governmental Authority or Regulatory Authority shall, to the extent feasible, be advised of Grifols’ obligations hereunder and bound by confidentiality obligations with respect to such Confidential Information consistent with those set forth in this Agreement; or (d) reasonably necessary to any bona fide potential or actual investor, acquirer, merger partner or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided in each case that any such disclose shall be previously authorized in writing by the other Party and that the potential or actual investor, acquirer, merger partner or other financial or commercial partner shall be bound by confidentiality obligations with respect to such Confidential Information consistent with those set forth in this Agreement.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party Party, and Confidential Information deemed to belong to both Parties under the terms of this Agreement, to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting patents; b) regulatory filings; c) Patent, copyright or trademark applications in accordance with this Agreement, prosecuting or defending litigation; d) subject litigation related to Section 11.4this Agreement, complying with applicable governmental regulations with respect to conduct under this Agreement, obtaining Regulatory Approval or performing post‑approval regulatory obligations for the Compounds or Products, or otherwise required by Law; (b) subject to Sections 13.5 and 13.7, complying with Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial processany valid order of a court of competent jurisdiction; (c) disclosure, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis,” to (i) Affiliates, (ii) any Third Party that is party to any Upstream Agreement, potential or actual collaborators (including potential Sublicensees) or employees(sub)licensees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual acquirers, merger partners, assignees, Subcontractors, investment bankers, investors, lenderslenders or other financial partners, or acquirers; advisors, and each of the Parties’ respective Representatives, each of whom in the case of clause (i) or (ii) 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 11Section 13 (but subject to a shorter period of confidentiality and non-use if customary under the circumstances); provided, however, that that, in each of the foregoing situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 Section 13.3(c) to treat such Confidential Information as required under this Article 11Section 13; and (d) With respect to pre-clinical data generated during the Option Period, ImmuNext may disclose such data in connection with research grant applications prepared (and grants received thereunder) by ImmuNext or Upstream Licensor 1; provided, however, that ImmuNext and Upstream Licensor 1, as applicable, identify any such data as proprietary and/or confidential. If and whenever any Confidential Information is disclosed in accordance with this Section 11.213, such disclosure shall not cause any such information to cease to be Confidential Information Information, except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Sections 13.5 and 13.7 and other than pursuant to Section 11.413.3(c), the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 13.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the Receiving Party will provide reasonable assistance to the Disclosing Party with respect thereto; provided that, in any event, the Receiving Party will use reasonable measures to ensure confidential treatment of such information.

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a(i) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial or administrative process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary so required for such compliancecompliance and the Receiving Party discloses no more than required in its reasonable judgment, and further provided that with respect to judicially or administratively required disclosures, the Receiving Party (to the extent legally permissible) shall promptly inform the other party 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. of such required disclosure and use [***] efforts to provide the other party an opportunity to challenge or limit the disclosure obligations; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need disclosure to know basis” its Affiliates, and to its bona fide actual or potential or actual (A) permitted Licensees, (B) investment bankers, investors, lenders, or acquirers; , or permitted assignees under Section 9.06, in each case, solely for diligence purposes, and (C) each of the parties’ respective Representatives, in each case of (A), (B), and (C), each of whom in the case of clause (i) or (ii) 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 11Section 5.01; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 Section 5.01(b)(ii) to treat such Confidential Information as required under this Article 11Section 5.01. If and whenever any Confidential Information is disclosed in accordance with this Section 11.25.01(b), such disclosure shall not cause any such information to cease to be Confidential Information Information, except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Receiving Party may disclose Confidential Information belonging to of the Disclosing Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting, maintaining, enforcing or prosecuting patentsdefending Patents as permitted by this Agreement; (b) as reasonably required to generate regulatory filingsdocumentation and file for and obtain regulatory licenses related to any Licensed Compound or Licensed Product; (c) prosecuting or defending litigation;, including responding to a subpoena in a Third Party litigation; CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. (d) subject to Section 11.47.4, complying with applicable governmental Laws and regulations Law (including regulations promulgated by securities exchanges) or court or administrative orders; (e) complying with any obligation under this Agreement; (f) to its Affiliates, consultants, agents and advisors to the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of extent reasonably necessary for the Receiving Party’s counselParty to exercise its rights or fulfill its obligations under this Agreement, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to before disclosure must be bound by written obligations of confidentiality and non-restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in this Article 11; providedARTICLE 7, however, provided that the Receiving Party shall will remain responsible for any failure violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Article 11 Section 7.3(f); (g) solely in the case of Xxxxxxx as the Receiving Party, to treat its Affiliates and existing or prospective (sub)licensees and subcontractors, to the extent reasonably necessary for Xxxxxxx to exercise its rights or fulfill its obligations under this Agreement, each of whom before disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in this ARTICLE 7, provided that Xxxxxxx will remain responsible for any violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Section 7.3(g); (h) solely in the case of Licensor as required the Receiving Party, to its Affiliates and existing or prospective subcontractors, to the extent reasonably necessary for Licensor to (i) conduct the Phase 2 MS POC Trial, as applicable, (ii) exercise its rights under Section 5.4.2, or (iii) fulfill its obligations under this Article 11Agreement, in each case ((i) through (iii)), each of whom before disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in this ARTICLE 7, provided that Licensor will remain responsible for any violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Section 7.3(h); or (i) solely in the case of Licensor as the Receiving Party, to a bona fide potential Acquirer in connection with bona fide due diligence, which potential Acquirer before disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in this ARTICLE 7, provided that Licensor will remain responsible for any violation of such confidentiality provisions by any Person who receives Confidential Information pursuant to this Section 7.3(i). If and whenever any Confidential Information is disclosed in accordance with this Section 11.27.3, such disclosure shall will not cause any such information to cease to be Confidential Information for purposes of this Agreement, except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject Before a Party makes a disclosure of the other Party’s Confidential Information pursuant to Section 11.47.3(c) or Section 7.3(d), it will, except where impracticable or not legally permitted, give [***] advance notice (or, if [***] notice is not possible under the Receiving Party shall notify circumstances, reasonable advance notice) to the Disclosing other Party of the Receiving Party’s intent to make such disclosure pursuant and will use not less than the same efforts to paragraphs (r) through (v) secure confidential treatment of this Section 11.2 sufficiently prior to making such disclosure so information as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate would to protect the confidentiality of the informationits own confidential information from disclosure (but no less than reasonable efforts).

Authorized Disclosure. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing filing, prosecuting, maintaining, enforcing or prosecuting patentsdefending Patents as permitted by this Agreement; (b) regulatory filingsas reasonably required in generating Regulatory Materials and obtaining Regulatory Approvals; (c) prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation; (d) subject to Section 11.4, complying with applicable governmental Laws Applicable Law or court or administrative orders; (e) complying with any obligation under this Agreement; (f) in communications with existing or bona fide prospective acquirers, merger partners, financing sources, investment bankers, lenders or investors, and regulations (including the rules consultants and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion advisors of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) Party in connection with transactions or bona fide prospective transactions with the performance of this Agreement and solely foregoing, in each case on a “need to know basis” basis and under appropriate confidentiality provisions substantially equivalent to those of this Agreement; provided, however, that the Receiving Party shall remain responsible for any violation of such confidentiality provisions by any Third Party receiving such Confidential Information; or (g) to its Affiliates, potential sublicensees or actual collaborators (including potential Sublicensees) prospective sublicensees, subcontractors or employeesprospective subcontractors, contractors or agents; or (ii) solely consultants, agents and advisors on a “need "need-to-know" basis in order for the Receiving Party to know basis” to potential exercise its rights or actual investment bankersfulfill its obligations under this Agreement, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound by written obligations of confidentiality and non-restrictions on use of such Confidential Information that are no less restrictive than the obligations those set forth in this Article 11ARTICLE 12; provided, however, that 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 Article 11 Section 12.3(g) to treat such Confidential Information as required under this Article 11ARTICLE 12. If and whenever any Confidential Information is disclosed in accordance with this Section 11.212.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party's Confidential Information pursuant to Section 11.412.3(a) through Section 12.3(e), it will, except where impracticable or not legally permitted, give reasonable advance notice to the Receiving Party shall notify the Disclosing other Party of the Receiving Party’s intent to make such disclosure pursuant and use not less than the same efforts to paragraphs (r) through (v) secure confidential treatment of this Section 11.2 sufficiently prior to making such disclosure so information as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate would to protect the confidentiality of the informationits own confidential information from disclosure.

Authorized Disclosure. The Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party as follows: (a) to the Receiving Party’s Affiliates, potential and actual sublicensees, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights under this Agreement; or (b) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure must be bound otherwise required by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 11applicable Law; provided, however, that if a Receiving Party is required by applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of Patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (c) to potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that in connection with such disclosure, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Article 11 Section 13.2 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information13.

Authorized Disclosure. The Notwithstanding the provisions of Section 9.1.1, the Receiving Party and its Recipients may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) that such disclosure is reasonably necessary in the following instancesnecessary: (a) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying comply with applicable governmental Laws laws, court orders, and regulations (including the rules and regulations of the Securities and Exchange Commission Applicable Law or any rule or regulation or the requirements of a national securities exchangeexchange or another similar regulatory body); (b) to make filings and with judicial processsubmissions to, if in the reasonable opinion of the Receiving Party’s counselor correspond or communicate with, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators any Government Authority (including potential Sublicenseesthe NMPA, the CNIPA and other similar offices of a Government Authority); or (c) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior , who have a need to disclosure must be know such information and who are bound by written confidentiality obligations of confidentiality and non-use no less restrictive stringent than the obligations those set forth in this Article 11; provided, however, Section 9.1. In the event that the Receiving Party shall remain responsible for any failure by any Person who receives or its Recipients, as applicable, deem it reasonably necessary to disclose Confidential Information belonging to the Disclosing Party pursuant to this Article 11 Section 9.1.3, the Receiving Party shall, (i) to treat the extent possible, provide the Disclosing Party with reasonable advance notice of such disclosure and take reasonable measures to ensure confidential treatment of such information, including by allowing the Disclosing Party to review and, if permitted under Applicable Laws, regulations and court orders, make redactions to any such disclosure; and (ii) only disclose such Confidential Information as required under this Article 11. If to the extent of such necessity or requirements, and whenever any Confidential Information is disclosed in accordance with this Section 11.2, no such disclosure shall not cause any such information to cease to be Confidential Information hereunder, except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement)information. Where reasonably possible and subject to Section 11.4In addition, the Receiving Party shall notify may disclose Confidential Information belonging to the Disclosing Party of to any Third Party who is performing diligence in connection with a transaction with the Receiving Party’s intent Party (including potential Sublicensees and licensees), provided that each such Third Party has signed a written confidentiality agreement with the Receiving Party relating to make such disclosure pursuant to paragraphs (r) through (v) Confidential Information no less strict than the terms of 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 information9.1.

Authorized Disclosure. The Receiving Each Party may disclose Confidential Proprietary Information belonging to the Disclosing other Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) a. regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, b. complying with applicable governmental Laws and regulations laws (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and c. disclosure, solely on a “need to know basis” ”, to Affiliates, potential and future collaborators, permitted acquirers or actual collaborators (including potential Sublicensees) or employeesassignees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; and each of the Parties’ respective directors, employees, contractors and agents, each of whom in the case of clause (i) or (ii) 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 11Section 5; provided, however, that the Receiving receiving Party shall remain responsible for any failure by any Person person who receives Confidential Proprietary Information pursuant to this Article 11 Section 5.6(c) to treat such Confidential Information as required under this Article 11Section 5. If and whenever any Confidential Information is disclosed in accordance with this Section 11.25.6, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject Except in the case of any disclosure made pursuant to Section 11.45.6(c), the Receiving receiving Party shall notify the Disclosing disclosing Party of the Receiving receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of this Section 11.2 5.6 sufficiently prior to making such disclosure so as to allow the Disclosing disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Authorized Disclosure. The Receiving Each Party may disclose the Results or the Confidential Information belonging to of the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in connection with the following instancesfollowing: (a) filing regulatory filings and other filings with Governmental Authorities including but not limited to filings with the SEC, FDA, EMA, WHO, or prosecuting patentslike agencies; (b) regulatory filings; c) prosecuting or defending litigation; d(c) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (d) disclosure to its Affiliates, employees, agents, subcontractors, and grantees, and any potential or actual licensees or sublicensee (including the rules development and/or commercialization partners), on a need-to-know basis and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) solely in connection with the performance of this Agreement or a party’s Exploitation Rights hereunder, provided that in connection with such disclosure, the disclosing party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Results or Confidential Information or Anacor Confidential Information and solely on cause each disclosee to treat such Results or Confidential Information or Anacor Confidential Information as confidential for a “need to know basis” to Affiliates, potential or actual collaborators similar period as contained herein; (including potential Sublicenseese) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) Anacor, disclosure of the material terms of this Agreement to any bona fide potential or (ii) prior actual investor, investment banker, acquirer, merger partner, or other potential or actual financial partner; provided that in connection with such disclosure, Anacor shall use all reasonable efforts to disclosure must be bound by written obligations inform each disclosee of confidentiality the confidential nature of such Results or Confidential Information and non-use no less restrictive than the obligations set forth cause each disclosee to treat such Results or Confidential Information as confidential, for a similar period as required in this Article 11Section 8; providedand (f) subject to Section 8.4, howeverdisclosure of Results necessary to fulfill Global Access or the Global Access Commitments. Notwithstanding the foregoing, that in the Receiving event a Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of Results or the other Party’s Confidential Information pursuant to this Article 11 Sections 8.2(b) or 8.2(c), it will, except where impracticable, give reasonable advance notice 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, the other Party of such disclosure shall not cause any such information and use reasonable efforts to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure secure confidential treatment of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party only to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a(i) filing or prosecuting patents; b) regulatory filings; c) prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental Laws and regulations (including the rules and regulations of the Securities and Exchange Commission or any national securities exchange) and with judicial or administrative process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary so required for such compliancecompliance and the Receiving Party discloses no more than required in its reasonable judgment, and further provided that with respect to judicially or administratively required disclosures, the Receiving Party (to the extent legally permissible) shall promptly inform the other party of such required disclosure and use [***] efforts to provide the other party an opportunity to challenge or limit the disclosure obligations; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need disclosure to know basis” its Affiliates, and to its bona fide actual or potential or actual (A) permitted Licensees, (B) investment bankers, investors, lenders, or acquirers; , or permitted assignees under Section 11.06, in each case, solely for diligence purposes, and (C) each of the parties’ respective Representatives, in each case of (A), (B), and (C), each of whom in the case of clause (i) or (ii) 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 11Section 5.03; provided, however, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article 11 Section 5.03(b)(ii) to treat such Confidential Information as required under this Article 11Section 5.03. 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. If and whenever any Confidential Information is disclosed in accordance with this Section 11.25.03(b), such disclosure shall not cause any such information to cease to be Confidential Information Information, except to the extent that such disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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. The Receiving Party (a) Either party may disclose Confidential Information belonging to with the prior written consent of the Disclosing Party or to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary obligations of confidentiality and non-use no less restrictive than the prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be informed of and bound by obligations set forth in this Article 11of confidentiality and non-use prior to any such disclosure; or (vii) 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, howeverthat such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure. (b) Notwithstanding the foregoing, in the event the Receiving Party shall remain responsible for any failure by any Person who receives is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 ‎Section 7.2‎(a)(i), ‎(a)(ii), ‎(a)(iii) or ‎(a)(iv), it will, except where impracticable, give reasonable advance notice 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant and use reasonable efforts to paragraphs (r) through (v) secure confidential treatment of this Section 11.2 sufficiently prior such information and to making limit the required scope of such disclosure so as to allow disclosure. In any event, the Disclosing Party adequate time to take whatever action it may deem appropriate to protect Buyer shall not file any patent application based upon or using the confidentiality Confidential Information of the informationSxxxxx provided hereunder.

Authorized Disclosure. The Receiving Party (a) Either party may disclose Confidential Information belonging to with the prior written consent of the Disclosing Party or to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: a) filing or prosecuting patents; b) regulatory filings; c(i) prosecuting or defending litigation; d(ii) subject to Section 11.4, complying with applicable governmental Laws laws and regulations, including regulations promulgated by securities exchanges; (including the rules and regulations iii) complying with a valid order of the Securities and Exchange Commission a court of competent jurisdiction or any national securities exchangeother Governmental Entity; (iv) and with judicial processfor regulatory, if in the reasonable opinion Tax or customs purposes; (v) for audit purposes, provided that each recipient of the Receiving Party’s counsel, such disclosure is necessary for such compliance; and e) disclosure (i) in connection with the performance of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; each of whom in the case of clause (i) or (ii) prior to disclosure Confidential Information must be bound by written customary obligations of confidentiality and non-use no less restrictive than prior to any such disclosure; (vi) disclosure to its Affiliates and Representatives on a need-to-know basis, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; or (vii) regarding the obligations set forth in terms and conditions of the License Agreement or this Article 11; providedAgreement, howeverto the Receiving Party’s legal and financial advisors, and to any actual or prospective acquirers, investors, collaborators and lenders (as well as and to their respective legal and financial advisors who are obligated to keep such information confidential), provided that the Receiving Party shall remain will be responsible for any failure disclosure of Confidential Information by any such Person who receives inconsistent with the confidentiality obligations owed by the Receiving Party hereunder. (b) Notwithstanding the foregoing, in the event the Receiving Party is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to this Article 11 Section 6.2(a)(i), (ii), (iii) or (iv), it will, except where impracticable, give reasonable advance notice 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant and use reasonable efforts to paragraphs (r) through (v) secure confidential treatment of 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. The Receiving To the extent that it is reasonably necessary or appropriate to satisfy its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting patentsPatent applications in accordance with this Agreement; (b) regulatory filingscommunicating with Regulatory Authorities as necessary for the development or commercialization of a Licensed Product in a country, 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) subject to Section 11.4, complying with applicable governmental Applicable Laws and regulations (including including, without limitation, the rules and regulations of the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancecompliance and (ii) such disclosure is made in accordance with Section 9.3 or 9.4 as applicable; and (e) disclosure (i) disclosure, in connection with the performance of this Agreement and solely on a “need to need-to-know basis” , to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees), contractors or agents; or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; , or employees, independent contractors or agents, each of whom in the case of clause (i) or (ii) 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 119; provided, however, that the Receiving Party shall will remain responsible for any failure by any Person person or Third Party who receives Confidential Information pursuant to this Article 11 9 to treat such Confidential Information as required under this Article 119. If and whenever any Confidential Information is disclosed in accordance with this Section 11.29.2, such disclosure shall will not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise other than by breach of this Agreement). Where reasonably possible and subject to Section 11.4Sections 9.3 and 9.4, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs clauses (ra) through (vd) of this Section 11.2 sufficiently 9.2 prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information.

Authorized Disclosure. The Except as otherwise provided in this Agreement, a Receiving Party may use and disclose Confidential Information belonging to of the Disclosing Party as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement; (b) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: a) filing or prosecuting patents; b) regulatory filings; c) patent, copyright and trademark applications, prosecuting or defending litigation; d) subject to Section 11.4, complying with applicable governmental regulations, obtaining Governmental Approval, conducting pre-clinical activities or clinical trials, marketing products or services, or otherwise required by applicable Laws; provided, that if a Receiving Party is required by applicable Laws and regulations to make any such disclosure of a Disclosing Party’s Confidential Information it will (including i) except where impracticable, give reasonable advance notice to the rules and regulations Disclosing Party of such disclosure requirement, (ii) upon the request of the Securities Disclosing Party, use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and Exchange Commission or any national securities exchange(iii) and with judicial process, if in the reasonable opinion only disclose that portion of the Receiving Party’s counselConfidential Information required to be disclosed by applicable Laws; (c) to existing or prospective investors, such disclosure is necessary for such complianceadvisors, collaborators, (sub)licensees, partners or joint venturers, in each case solely to the extent related to the Contemplated Transactions and under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and e(d) disclosure as reasonably required under the circumstances, to a Third Party in connection with: (i) in connection with the performance a Change of this Agreement and solely on a “need to know basis” to Affiliates, potential or actual collaborators (including potential Sublicensees) or employees, contractors or agents; Control or (ii) solely on a “need to know basis” to potential or actual investment bankers, investors, lenders, or acquirers; the extent mutually agreed in writing by the Parties. In each of whom in the case of clause (i) or (ii) 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 11; providedabove authorized disclosures, however, that the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information from the Receiving Party pursuant to this Article 11 Section 7.2 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, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Section 11.4, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to paragraphs (r) through (v) of 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 information7.