Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) as reasonably necessary in conducting the activities contemplated under this Agreement; (ii) with respect to Confidential Information generated in the course of the activities conducted hereunder, to the extent pertaining specifically to a Product, for use by Amgen in connection with a Product in the Excluded Territory or disclosure by Amgen to a partner or licensee for use with respect to a Product in the Excluded Territory; (iii) to the extent such disclosure is to a Governmental Authority, as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to the persons and entities performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for a Product, or otherwise required by an applicable governmental lawApplicable Law, rule or regulation or court order; provided, however, that if a Party is required by Applicable Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iv) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis in such efforts by support of the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy purposes of this Agreement with the U.S. Securities Agreement, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bv) to the extent and mutually agreed to by the persons and entities required by rules Parties. Neither Party will disclose Confidential Information of the National Association of Securities Dealers; (c) as necessary other Party to file its personnel or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to an Affiliate except to the extent that any such disclosure is necessary; (d) as required by personnel or Affiliate needs to know such information for the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsperformance of such Party’s activities hereunder.

Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty as follows: (a) to the extent and to the persons and entities required by an applicable governmental law, rule or rule, regulation or court order; provided, however, that the Party required to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION disclose Confidential Information shall will first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall will reasonably cooperate in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC)Party; (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (c) as necessary to file or maintain Regulatory Applications and Regulatory Approvals under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required necessary for a Party to disclose the terms of this Agreement to bona fide potential investors, or acquirers who are bound in writing by obligations of non- disclosure and non-use of the Lilly Licenseterms of this Agreement at least as stringent as those contained in this Section 6; (e) to investigatorsthe extent a Party is obligated or choses to do so pursuant to applicable U.S. governmental securities laws, institutions, contract research organizations, clinical research associates rules and Regulatory Authorities regulations by filing a copy of this Agreement with the US Securities and Exchange Commission (the like in connection with conducting clinical trials and obtaining authorizations for same; or (f“SEC”) to Regulatory Authorities in connection with Drug Approval Applicationsor any national securities exchange.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement in complying with the terms of agreements with Third Parties existing as of the Effective Date; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval or fulfilling post-approval regulatory obligations, or otherwise required by Law, provided, however, that if a Party is required by Law to make any such disclosure of the other 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 persons other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with advisors (including lawyers and entities required accountants) on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to by an applicable governmental lawthe Parties. Notwithstanding the foregoing and for the avoidance of doubt, rule Shionogi acknowledges and agrees that BioCryst may disclose to the U.S. Government or regulation or court orderother Regulatory Authority all Data received from Shionogi; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any BioCryst intends to disclose the Data or information (including databases) under a different process than the process applied by Shionogi in its protocol, CSR and/or analytical report, then BioCryst shall obtain Shionogi’s consent prior to such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsdisclosure.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but for a confidentiality period that is reasonable and customary under the applicable circumstances) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder; (ii) to the extent and such disclosure is reasonably necessary in prosecuting or maintaining any Patent or other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), provided that the Party seeking to disclose Confidential Information of the other Party uses commercially reasonable efforts, consistent with typical practice in the biopharmaceutical industry, to secure confidential treatment thereof, as applicable; (iii) to the persons and entities extent such disclosure is otherwise required by an applicable governmental lawLaw, rule or regulation or court order; provided, however, that if a Party is required by Law or court order to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of Prosecution and Maintenance of Patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed and limit disclosure of the Confidential Information to only that part necessary to comply with the request; any disclosure of Confidential Information as permitted in the foregoing sentence shall reasonably cooperate not alter the confidential nature of such Confidential Information for all other purposes; (iv) in such efforts by communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above, except with respect to disclosures to actual or bona fide potential investors and acquirers receiving any technical data or information related to Compounds or Products or the Licensed Technology that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least five (in particular5) years after such disclosure, or (v) to the Parties acknowledge that Cubist and/or Chiron may be obligated extent mutually agreed to file a copy of this Agreement by the Parties. In addition to the foregoing, with respect to complying with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) pursuant or similar regulatory bodies or the rules of an applicable public stock exchange, in connection with any required disclosure of material information related to the Securities Act of 1933, as amended; in the event of any such filingthis Agreement, the Parties agree shall consult with one another concerning the information to cooperate be disclosed and work together to request secure confidential treatment pursuant tothereof where practicable. If time does not permit such discussion, and in accordance withor if after such discussion between counsel, the rules and regulations of Party desiring to make the SEC); (b) disclosure still believes such Party is required by applicable Law or applicable stock exchange rule to make such disclosure, it may do so, upon written notice to the extent and to the persons and entities other Party. For clarity, nothing in this Section 5.2 shall prevent any Party from making disclosures required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsapplicable Law.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent and such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders; (b) to the persons extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting Patent, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Compounds or Products, or otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Law; provided, however, that if a Party is required by Applicable Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and shall reasonably cooperate will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bd) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, the Parties will agree upon and release a mutual press release to announce the execution of this Agreement and for use in responding to inquiries about the Agreement. Anchiano will draft such mutual press release and provide it to ADT for ADT’s review and comment at least twenty-four (24) hours prior to its release; thereafter, ADT and Anchiano may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party may submit this Agreement to the persons SEC and entities if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by rules Applicable Law to make a disclosure of the National Association terms of Securities Dealers; this Agreement in a filing with or other submission to the SEC, and (cA) such Party has provided copies of the disclosure to the other Party as necessary far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to file comment upon, request confidential treatment or prosecute patent applicationsapprove such disclosure, prosecute then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by Applicable Law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 10.2, and the other Party provides comments within the respective time periods or defend litigation constraints specified herein or otherwise establish rights within the respective notice, the Party seeking to make such disclosure or enforce obligations under this Agreementits counsel, but only as the case may be, will in good faith (1) consider incorporating such comments and (2) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent that any such disclosure is necessary; (d) as required reasonably requested by the Lilly License; (e) other Party. Each Party will have the right to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and issue additional press releases or to make public disclosures with the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsprior written agreement of the other Party.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) 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 its rights granted or reserved in this Agreement (including, without limitation, the rights to develop and commercialize Lead Compounds, Products, and/or Discontinued Products, and to grant licenses and sublicenses hereunder); (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications (subject to the persons and entities Section 8.6 below), complying with applicable governmental regulations, obtaining Approvals, conducting clinical trials, marketing Products, or as otherwise required by an applicable governmental law, regulation, rule or regulation or court orderlegal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates 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, but without limitation, in the event of a 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 disclose Confidential Information shall first have given prompt notice be disclosed; (iii) in communication with actual or potential lenders, arm’s-length financial 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) in the case of Regulus, to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to Regulus’ or its Affiliates’ licensees or collaboration partners, or to its licensors with respect to any intellectual property or other rights licensed or sublicensed to the other Party hereto under this Agreement; (v) to enable it to seek any available exemptions from prosecute or limitations on such disclosure requirement and shall reasonably cooperate in such efforts defend litigation as permitted by the other Party this Agreement; or (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bvi) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of this AgreementSection 8.1, each a Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty to the extent such disclosure is reasonably necessary in the following instances: (a) Prosecuting and Maintaining Patent Rights in accordance with this Agreement; provided that the non-filing Party whose Confidential Information is being disclosed is given a reasonable opportunity to review the proposed disclosure of such Confidential Information and the filing Party considers in good faith any comments provided by the non-filing Party; (b) communicating and making filings with Regulatory Authorities or otherwise complying with applicable Law or submitting information to tax or other governmental authorities; provided that if a Party is required by Law to make any public disclosure of Confidential Information of the other Party, to the extent and to the persons and entities required by an applicable governmental lawit may legally do so, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt it will give reasonable advance written notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such will use its reasonable efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request secure confidential treatment pursuant to, and in accordance with, the rules and regulations of the SECsuch Confidential Information prior to its disclosure (whether through protective orders or otherwise); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary for Regulatory Approval of Licensed Products or to file or prosecute patent applicationsDevelop, prosecute or defend litigation Manufacture, have Manufactured, Commercialize or otherwise establish rights or enforce obligations under exploit Licensed products in accordance with this Agreement, but only to the extent that any such disclosure is necessary; (d) as required to its Affiliates, and to prospective and actual acquirers, lenders, licensees, and sublicensees, and to each of their employees, consultants, contractors, agents, accountants, lawyers, advisors, investors and underwriters, on a need to know basis, each of whom, in the case of Third Parties, prior to disclosure must be bound by the Lilly License;written or professional ethical obligations of confidentiality and non-use equivalent in scope to those set forth in this Section 7.8(d); or (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like extent mutually agreed to in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationswriting by the Parties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (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 by such Party in this Agreement (including, in the case of Celgene, the rights to develop and commercialize Collaboration Compounds, Collaboration Back-Up Compounds and Licensed Products; and in the case of Array, to develop and commercialize Development Compounds and Development Back-Up Compounds for which the Celgene Product Option has expired or been terminated and Abandoned Products; and in the case of either Party, to grant sublicenses as expressly permitted hereunder) and complying with the terms of agreements with Third Parties; (b) to the extent such disclosure is reasonably necessary in filing for, prosecuting or maintaining Patents, copyrights and to trademarks (including applications therefor), prosecuting or defending litigation, complying with applicable governmental regulations, obtaining and maintaining regulatory approvals (including Marketing Approvals), conducting preclinical or clinical trials, marketing Licensed Products (in the persons and entities case of Celgene) or products containing Development Compounds or Development Back-Up Compounds for which the Celgene Product Option has expired or been terminated and/or Abandoned Products (in the case of Array), or as otherwise required by an applicable governmental law, rule or regulation laws or court orderorder (including securities laws, regulations and guidances); provided, however, that if a Party is required by law or regulation to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt such Party will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts by the other Party (in particularand, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant except to the Securities Act of 1933, as amended; extent inappropriate in the event case of any such filingPatent applications, the Parties agree will use commercially reasonable efforts to cooperate and work together to request secure confidential treatment pursuant of such Confidential Information required to be disclosed; (c) in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants) or others on a need-to-know basis, and in accordance with, the rules and regulations of the SEC); each case under appropriate confidentiality provisions substantially similar to those in this Agreement; or (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but for a confidentiality period that is reasonable and customary under the applicable circumstances) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement; (ii) to the extent and such disclosure is reasonably necessary in prosecuting or maintaining any Patent or other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), provided that the Party seeking to disclose Confidential Information of the other Party uses commercially reasonable efforts, consistent with typical practice in the pharmaceutical industry, to secure confidential treatment thereof, as applicable; (iii) to the persons and entities extent such disclosure is otherwise required by an applicable governmental law, rule or regulation or court order; provided, however, that if a Party is required by applicable law or court order to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of prosecution and maintenance of Patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed and limit disclosure of the Confidential Information to only that part necessary to comply with the request; any disclosure of Confidential Information as permitted in the foregoing sentence shall reasonably cooperate not alter the confidential nature of such Confidential Information for all other purposes; (iv) in such efforts by communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above, except with respect to disclosures to actual or bona fide potential investors and acquirers receiving any technical data or information related to the Licensed Products that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least five (in particular5) years after such disclosure, or (v) to the Parties acknowledge that Cubist and/or Chiron may be obligated extent mutually agreed to file a copy of this Agreement by the Parties. In addition to the foregoing, with respect to complying with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) pursuant or similar regulatory bodies or the rules of an applicable public stock exchange, in connection with any required disclosure of material information related to the Securities Act of 1933, as amended; in the event of any such filingthis Agreement, the Parties agree shall consult with one another concerning the information to cooperate be disclosed and work together to request secure confidential treatment pursuant tothereof where practicable. If time does not permit such discussion, and in accordance withor if after such discussion between counsel, the rules and regulations of Party desiring to make the SEC); (b) disclosure still believes such Party is required by applicable Law or applicable stock exchange rule to make such disclosure, it may do so, upon written notice to the extent and to the persons and entities other Party. For clarity, nothing in this Section 5.2 shall prevent any Party from making disclosures required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsapplicable law.

Authorized Disclosure. Notwithstanding any other provision of this AgreementSection 6.1, each a Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty to the extent such disclosure is reasonably necessary in the following instances: (a) Prosecuting and Maintaining Patent Rights in accordance with this Agreement; provided that the non-filing Party whose Confidential Information is being disclosed is given a reasonable opportunity to review the proposed disclosure of such Confidential Information and the filing Party considers in good faith any comments provided by the non-filing Party; (b) communicating and making filings with Regulatory Authorities or otherwise complying with Laws or submitting information to tax or other governmental authorities; provided that if a Party is required by Law to make any public disclosure of Confidential Information of the other Party, to the extent and to the persons and entities required by an applicable governmental lawit may legally do so, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt it will give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such will use its reasonable efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request secure confidential treatment pursuant to, and in accordance with, the rules and regulations of the SECsuch Confidential Information prior to its disclosure (whether through protective orders or otherwise); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary for Regulatory Approval of Licensed Products; provided that Licensor is given a reasonable opportunity to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to review the extent that proposed disclosure of such Confidential Information and Licensee considers in good faith any such disclosure is necessarycomments provided by Licensor; (d) as required to its Affiliates, and to prospective and actual acquirers, lenders, licensees, and sublicensees, and to each of their employees, consultants, contractors, agents, accountants, lawyers, advisors, investors and underwriters, on a need to know basis, each of whom, in the case of Third Parties, prior to disclosure must be bound by the Lilly License;written or professional ethical obligations of confidentiality and non-use equivalent in scope to those set forth in this Article 6; or (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like extent mutually agreed to in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications.writing by the Parties

Authorized Disclosure. Notwithstanding any other provision of Except as otherwise provided in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party as follows: (a) under appropriate confidentiality provisions similar to the extent and to the persons and entities required by an applicable governmental lawthose in this Agreement, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement connection with the U.S. Securities and Exchange Commission with performance of its next quarterly report on Form 10-Q, annual report on Form 10-K obligations or current report on Form 8-K exercise of rights granted or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; reserved in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC)this Agreement; (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting pre-clinical activities or clinical trials, marketing Licensed Products or otherwise required by Applicable Laws or the rules of a securities exchange or securities listing organization; provided, that if a Receiving Party is required by Applicable Laws to make any such disclosure of a Disclosing Party’s Confidential Information it shall, except where impracticable, give reasonable advance notice to the persons and entities 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 by rules of the National Association of Securities Dealersto be disclosed; (c) as necessary to file existing or prosecute patent applicationsprospective advisors, prosecute investors, collaborators, (sub)licensees, partners or defend litigation or otherwise establish rights or enforce obligations joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, but only to the extent that any such disclosure is necessary; (d) as reasonably required by under the Lilly License; (e) circumstances, to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like a Third Party in connection with conducting clinical trials and obtaining authorizations for same; or (fi) a merger, consolidation or similar transaction by such Party, or (ii) the sale of all or substantially all of the assets of such Party to which this Agreement relates, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, or (iii) to Regulatory Authorities the extent mutually agreed in connection with Drug Approval Applicationswriting by the Parties. In each of the above authorized disclosures, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 6.2 to treat such Confidential Information as required under this ‎Article 6.

Authorized Disclosure. Notwithstanding any other provision of this Agreementthe obligations set forth in Section 10.1, each a Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION’s Confidential Information and the terms of this Agreement to the extent: (a) such disclosure is reasonably necessary to its employees, agents, consultants, contractors, licensees or sublicensees on a need-to-know basis for the extent sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; or (b) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, licensee, sublicensee, or other financial or commercial partner for the persons sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written obligations of confidentiality and entities required non-use consistent with those contained in this Agreement; or (c) such disclosure is reasonably necessary to comply with applicable Laws, rules or regulations promulgated by an Governmental Authorities or applicable governmental lawsecurities exchanges, rule or regulation or court order, or administrative subpoena or order; provided, however, provided that the Party subject to such Laws, rules, regulations, court order, or administrative subpoena or order shall (i) promptly notify the other Party prior to making such required to disclose Confidential Information shall first have given prompt disclosure; (ii) provide reasonable prior advance notice of the proposed text of such disclosure to the other Party hereto for its prior review; (iii) use good faith efforts to enable it incorporate the reviewing Party’s reasonable comments thereon and (iv) use reasonable efforts to seek any available exemptions from obtain, or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by to assist the other Party (in particularobtaining, a protective order preventing or limiting the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of required disclosure. [***] Certain information in this Agreement document has been omitted and filed separately with the U.S. Securities and Exchange Commission Commission. Confidential treatment has been requested with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant respect to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsomitted portions.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement (including, without limitation, the rights to commercialize Products and to grant licenses and sublicenses hereunder); or (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and to the persons and entities trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting pre-clinical activities or clinical trials, marketing Products, or otherwise required by an applicable governmental law, rule or regulation or court order; provided, however, that the if a Receiving Party is required by law or regulation to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particularwill, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qexcept where impracticable for necessary disclosures, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; for example in the event of any medical emergency, give reasonable advance notice to the Disclosing Party of such filingdisclosure requirement and, except to the Parties agree extent inappropriate in the case of patent applications, will use its reasonable efforts to cooperate and work together to request secure confidential treatment pursuant toof such Confidential Information required to be disclosed; or (iii) in communication with investors, and consultants, advisors or others on a need to know basis, in accordance with, the rules and regulations each case under appropriate confidentiality provisions substantially equivalent to those of the SEC); this Agreement; or (biv) to the extent and mutually agreed to in writing by the persons and entities required by rules Parties; provided, however, that, in each of the National Association of Securities Dealers; (c) above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 9.2 to treat such Confidential Information as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations required under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsArticle 9.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions similar to those 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 commercialize Products and to grant licenses and sublicenses hereunder); or (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and to the persons and entities trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting pre-clinical activities or clinical trials, marketing Products, or otherwise required by an applicable governmental law, rule or regulation or court order; provided, however, that the if a Receiving Party is required by law or regulation to disclose make any such [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. disclosure of a Disclosing Party's Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particularwill, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qexcept where impracticable for necessary disclosures, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; for example in the event of any medical emergency, give reasonable advance notice to the Disclosing Party of such filingdisclosure requirement and, except to the Parties agree extent inappropriate in the case of patent applications, will use its reasonable efforts to cooperate and work together to request secure confidential treatment pursuant toof such Confidential Information required to be disclosed; or (iii) in communication with investors, and consultants, advisors or others on a need to know basis, in accordance with, the rules and regulations each case under appropriate confidentiality provisions substantially equivalent to those of the SEC); this Agreement; or (biv) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of this AgreementSection 5.1, each a Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty to the extent such disclosure is reasonably necessary in the following instances: (a) to the extent and to the persons and entities required by an applicable governmental lawfiling for, rule prosecuting or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC)maintaining Collaboration Patent Rights; (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealersfilings with Regulatory Authorities; (c) as necessary prosecuting or defending litigation with respect to file Collaboration Targets, Collaboration Intellectual Property or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessaryRoyalty-Bearing Products; (d) as complying with applicable Laws or submitting information to tax or other Governmental Authorities; provided that if the receiving Party is required by Law to make any public disclosures of Confidential Information of the Lilly Licensedisclosing Party, to the extent it may legally do so, it will give reasonable advance notice to 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); (e) to investigators(i) its Affiliates, institutionsand to prospective and actual acquirers, contract research organizationslicensees, clinical research associates Sublicensees, employees, consultants, agents, accountants, lawyers, advisors and Regulatory Authorities investors, and (ii) others in order to exercise such Party’s rights or fulfill its obligations under this Agreement (including commercialization or sublicensing of Royalty-Bearing Products) on a need to know basis, each of whom in (i) and (ii) prior to disclosure must be bound by written obligations of confidentiality and non-use substantially equivalent in scope to those set forth in this Article V and that are of reasonable duration in view of the like in connection with conducting clinical trials and obtaining authorizations for samecircumstances of the disclosure; orand (f) to Regulatory Authorities the extent mutually agreed to in connection with Drug Approval Applicationswriting by the Parties.

Authorized Disclosure. Notwithstanding any other provision of this Agreementthe foregoing, each Party of MELINTA and WAKUNAGA may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) Disclosing Party to a Third Party to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall is reasonably cooperate in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file exercise the rights granted to or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations retained by it under this Agreement, but only or to conduct clinical trials as permitted hereunder with respect to Products or in prosecuting patent applications, or prosecuting or defending litigation, or to the extent required to comply with applicable governmental regulations, the requirements of a tax authority, Regulatory Authority or other governmental entity; provided, that if a Party is required by law to make any such disclosure of the Disclosing Party’s Confidential Information, to the extent it may legally do so, it will give reasonable (under the circumstances) advance notice to the Disclosing Party of such disclosure so as to permit the Disclosing Party to secure, if it so desires, confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). If the Disclosing Party has not filed a patent application with respect to such Confidential Information, it may require the Receiving Party to delay the proposed disclosure (to the extent the Disclosing Party may legally do so), for up to ninety (90) days, to allow for the filing of such an application; provided, that if a disclosure is necessary; (d) required by law or order and such a delay is not possible, the Parties shall cooperate to restrict or delay disclosure to the extent possible in order to allow for the filing of such an application or the securing of other protection for such Confidential Information. Further, WAKUNAGA retains a right to disclose to AbbVie any part of Confidential Information including contents of this Agreement, but within and to the extent of necessity to obtain AbbVie’s consent as set forth in Section 2.5 hereof or as otherwise required by the Lilly License; (e) Termination Agreement, subject to investigatorsAbbVie’s agreement to maintain such information as confidential, institutions, contract research organizations, clinical research associates and Regulatory Authorities provided that MELINTA shall be given prior notice of the nature and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) content of any such disclosure to Regulatory Authorities in connection with Drug Approval ApplicationsAbbVie.

Authorized Disclosure. Notwithstanding any other provision of Except as otherwise provided in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party as follows: (ai) 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; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and to trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting pre-clinical activities or clinical trials, in the persons and entities case of Braeburn marketing IDDS Products, or otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Laws; provided, however, that the if a Receiving Party is required by Applicable Laws to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, to the extent legally permissible, (1) except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such requirement, (2) upon the request of the Disclosing Party, use its reasonable efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request secure confidential treatment pursuant toof such Confidential Information required to be disclosed, and in accordance with, the rules and regulations (3) only disclose that portion of the SEC)Confidential Information required to be disclosed by Applicable Laws; (biii) to existing or prospective investors, advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (iv) as reasonably required under the circumstances, to a Third Party in connection with (1) a Change in Control, or (2) to the extent and to mutually agreed in writing by the persons and entities required by rules Parties. In each of the National Association of Securities Dealers; (cabove authorized disclosures, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information from the Receiving Party pursuant to this Section 7.1(b) to treat such Confidential Information as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations required under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsArticle 7.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions similar to those 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 commercialize Products and to grant licenses and sublicenses under the licenses granted herein); or (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and to the persons and entities trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting pre-clinical activities or clinical trials, marketing Products, or otherwise required by an applicable governmental law, rule or regulation or court order; provided, however, that the if a Receiving Party is required by law or regulation, including securities laws and regulations, to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particularwill, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qexcept where impracticable for necessary disclosures, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; 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 patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with investors, consultants, advisors or others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; 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 Section to treat such filingConfidential Information as required under this Agreement. For so long as this agreement remains in effect, the Parties agree that the Exon 51 Data transferred to cooperate and work together to request confidential treatment pursuant to, and Prosensa in accordance with, with Article III shall be deemed to be the rules Confidential Information of Prosensa (and regulations of Prosensa shall be deemed to be the SEC); (b) Disclosing Party with respect to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations all such GSK Know-How under this Agreement, but only Article V) and not the Confidential Information of GSK (and GSK shall be deemed to be the extent that any Receiving Party with respect to all such disclosure is necessary; GSK Know-How under Article V) and shall not be subject to 5.1(a) or (d) as required by with respect to GSK now becoming the Lilly License; (e) Receiving Party. Notwithstanding the transfer and assignment of such GSK Know-How to investigatorsProsensa, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection GSK may retain one copy of such Know-How with conducting clinical trials and obtaining authorizations its legal counsel solely for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationslegal archival purposes.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including without limitation the right to sublicense, and (ii) to the extent and such disclosure is reasonably necessary or useful in conducting development, manufacturing, regulatory activities or commercialization under this Agreement; (b) to the persons extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent, copyright and entities trademark applications in accordance with such Party’s rights under this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Product, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to advisors (including lawyers and shall reasonably cooperate accountants), potential investors, lenders and acquirors, on a need to know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bd) to the extent mutually agreed to by the Parties. Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and to (ii) the persons and entities required by rules omitted material is of the National Association of Securities Dealers; (c) type that the Registrant treats as necessary to file private or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required confidential. Omitted portions are indicated by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications[*].

Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party (a) Either party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent such disclosure is reasonably necessary in the following situations: (i) prosecuting or defending litigation; (ii) complying with applicable laws and regulations, including regulations promulgated by securities exchanges; (iii) complying with a valid order of a court of competent jurisdiction or other Governmental Entity; (iv) for regulatory, tax or customs purposes; (v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use 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; (vii) upon the prior written consent of the Disclosing Party; or (viii) disclosure to its actual or potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, extent (A) that the Disclosing Party determines in good faith that the information to be disclosed is material to an investment in the Disclosing Party and is customarily required to disclose consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information shall first have given prompt notice must be bound by customary obligations of confidentiality and non-use prior to any such disclosure, or (B) that the other Party hereto information is the sales of the Licensed Product and such information is 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; included in the event of any such filing, the Parties agree Purchaser’s financial reports to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC);its investors. (b) Notwithstanding the foregoing, in the event the Disclosing Party is required to make a disclosure of the Receiving 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 extent Receiving Party of such disclosure and use reasonable efforts to secure confidential treatment of such information and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to avoid and/or minimize the extent that of such disclosure. In any such disclosure is necessary; (d) as required by event, the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and Purchaser shall not file any patent application based upon or using the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsConfidential Information of Company provided hereunder.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions similar to those 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 Develop and Commercialize Licensed Products and to grant licenses and sublicenses hereunder); or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining Regulatory Approval, conducting non-clinical activities or clinical trials, preparing and submitting INDs to the persons and entities Regulatory Authorities, or is otherwise required by an Law, the rules of a recognized stock exchange or automated quotation system applicable governmental law, rule or regulation or court orderto such Party; provided, however, that the if a Receiving Party is required by Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts and, if requested by the other Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (c) in particularcommunication with existing or prospective investors, the Parties acknowledge that Cubist and/or Chiron may be obligated consultants, advisors, licensees, or collaborators or others on a need to file a copy know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this AgreementAgreement (including Section 9.3), each Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty solely as follows: (a) to as reasonably necessary or useful in conducting the extent and to the persons and entities required by an applicable governmental lawactivities contemplated, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 exercising rights (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations including Exploitation of the SEC)licenses granted under Article 5) or performing obligations, under this Agreement; (b) to the extent such disclosure is to a Governmental Authority, as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including, any disclosure made by each Party in connection with any applicable tax and/or regulatory filing). or as otherwise required by applicable Law; provided, that if a Party is required by applicable Law to make any such disclosure of the other 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 persons and entities required by rules other Party of such disclosure requirement and, in the case of each of the National Association foregoing exceptions pursuant to this subsection (b), will use its reasonable efforts to secure confidential treatment of Securities Dealerssuch Confidential Information required to be disclosed; (c) to advisors (including lawyers and accountants) and potential financial investors and their advisors (excluding investors (and advisors thereto) that are pharmaceutical companies, biotech companies and other companies in the business of developing and/or commercializing pharmaceutical products hereinafter referred to as necessary “Pharmaceutical Companies”) in a Party or its Affiliates, in each case on a need to file know basis in support of the purposes of this Agreement and/or for the purpose of evaluating a potential investment in the disclosing Party or prosecute patent applicationsits Affiliates, prosecute in each case under appropriate confidentiality provisions or defend litigation professional standards of confidentiality substantially equivalent to those of this Agreement. In the case of Pharmaceutical Companies as a potential investor (and their advisors) in a Party or otherwise establish rights or enforce obligations its Affiliates the only Confidential Information that may be disclosed under this Agreement, Agreement are the provisions of this Agreement but only under appropriate confidentiality provisions that are substantially equivalent to the extent that any such disclosure is necessary;those of this Agreement; and (d) as required to the extent mutually agreed to by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED(i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, and (b) to the extent and such disclosure is reasonably necessary or useful in conducting Development under this Agreement; (ii) to the persons extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Product, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent mutually agreed to by the Parties. For purposes of clarity, in each case ((i) through (iv)), Novartis shall ensure that information and materials relating to the persons Collaboration are not shared with or used for the benefit of, and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applicationsare Segregated from, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications.[*]. Amgen Ref. No. 2015641252 Page 51

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration, if customary): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent and such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the persons extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting Patent, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products, or otherwise required by an applicable governmental law, rule or regulation or court order; provided, however, that if a Party is required by applicable law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties in writing. For clarity, neither Party shall reasonably cooperate in such efforts by be permitted to release a press release announcing the execution of this Agreement without the consent of the other Party. Each Party acknowledges and agrees that the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of submit this Agreement with to the U.S. Securities and Exchange Commission or China Securities Regulatory Commission and if a Party does submit this Agreement to either agency, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to such agency, and (A) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its next quarterly report on Form 10-Qcounsel to be required by applicable law. Notwithstanding anything to the contrary herein, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with it is hereby understood and agreed that if a Party seeking to make a disclosure to the U.S. Securities and Exchange Commission (or China Securities Regulatory Commission as set forth in this Section 10.2, and the “SEC”) pursuant other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to the Securities Act of 1933make such disclosure or its counsel, as amended; the case may be, will in the event of any good faith (1) consider incorporating such filingcomments and (2) use reasonable efforts to incorporate such comments, the Parties agree to cooperate and work together to request limit disclosure or obtain confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the persons and entities required by rules prior written agreement of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsother Party.

Authorized Disclosure. Notwithstanding any other provision of 12.8.1 Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate written confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations (e.g., in sublicense agreements), or as reasonably necessary in the exercise of its rights, under this Agreement, or in furtherance of the Development, Manufacture, use, Medical Affairs Activities or Commercialization of the Licensed Product, or in complying with the terms of the University of Vermont Agreement or the Novartis Agreements subject to the prior approval by Servier of a redacted version of this Agreement if required to be provided; (ii) to the extent and to such disclosure is reasonably necessary in filing or prosecuting patent applications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations or the persons and entities rules of any national securities exchange, obtaining Regulatory Approvals for Licensed Product, fulfilling post-approval regulatory obligations, or as otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Law; provided, however, that if a Party intends to rely on clause (i) or (ii) to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt notice it will, except to the other Party hereto extent inappropriate in the case of patent applications or as required by Applicable Law, use commercially reasonable efforts to enable it secure confidential treatment of such Confidential Information so disclosed; (iii) in communication with advisors, including lawyers and accountants, on a need to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; (iv) to actual or current report on Form 8-K potential Sublicensees; or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bvi) to the extent mutually agreed to in writing by the Parties. 12.8.2 Notwithstanding the foregoing, the Parties recognize that independent investigators, academic centers and cooperative groups have been engaged, and will be engaged in the future, to conduct clinical and non-clinical studies of the Licensed Compound and of the Licensed Product. The Parties recognize that such investigators, academic centers and cooperative groups operate in an academic environment and may publish and release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publications prior to the filing of relevant patent applications and to the persons and entities required by rules seek confidential treatment for any Confidential Information of the National Association of Securities Dealers; (c) as necessary either Party that is disclosed to file such academic centers, cooperative groups or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications.

Authorized Disclosure. Notwithstanding any other provision the provisions of this AgreementSection 6.1, each the Receiving Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) to the extent and to the persons and entities required filing or prosecuting Patents as permitted by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC)Agreement; (b) to the extent enforcing such Party’s rights under this Agreement and to the persons and entities required by rules of the National Association of Securities Dealers;in performing its obligations under this Agreement. (c) prosecuting or defending litigation as necessary permitted by this Agreement; (d) complying with applicable court orders, applicable laws, rules or regulations, or the listing rules of any exchange on which the Receiving Party’s securities are traded; (e) disclosure to file Affiliates, actual and potential licensees and sublicensees, employees, consultants or prosecute patent applications, prosecute or defend litigation or otherwise establish agents of the Receiving Party who have a need to know such information in order for the Receiving Party to exercise its rights or enforce fulfill its obligations under this Agreement, but only to the extent provided, in each case, that any such disclosure is necessaryAffiliate, actual or potential licensee or sublicensee, employee, consultant or agent agrees to be bound by terms of confidentiality and non-use comparable in scope to those set forth in this ARTICLE 6; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) disclosure to Regulatory Authorities Third Parties in connection with Drug Approval Applicationsdue 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 comparable obligations of confidentiality and non-use. 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 6.3(c) or 6.3(d), it will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and 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 reasonable efforts. In any event, the Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Authorized Disclosure. Notwithstanding any other provision the provisions of this AgreementSection 8.1 above and subject to Sections 8.3 and 8.5 below, each Party may use and disclose Confidential Information of the other Party's Confidential Information as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality obligations substantially equivalent to those in this Agreement, to its Affiliates, licensees, permitted Sublicensees, contractors and any other Third Parties to the extent and such use and/or disclosure is necessary or reasonably useful to perform its obligations or to exercise the persons and entities required rights granted to it, or reserved by an applicable governmental lawit, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of under this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K (including to grant licenses or current report on Form 8-K permitted sublicenses hereunder); or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and such disclosure is reasonably necessary in filing or prosecuting intellectual property applications, prosecuting or defending litigation, complying with Applicable Laws or governmental regulations, obtaining Regulatory Approval, conducting clinical trials hereunder with respect to the persons and entities a Licensed Product, or submitting information to tax or other Governmental Authorities. If a Party is required by rules law or regulations (including securities laws, regulations or guidances) to make any such disclosure of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applicationsother Party's Confidential Information, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any it may legally do so, it will give reasonable advance notice to the other Party of such disclosure requirement and, save to the extent inappropriate in the case of patent applications or otherwise, will use its good faith efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). For any other disclosures of the other Party's Confidential Information, including to Affiliates, licensees, permitted Sublicensees, contractors and other Third Parties, a Party shall ensure that the recipient thereof is necessary; (d) bound by a written confidentiality agreement as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsmaterially protective of such Confidential Information as this ARTICLE 8.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent required to those of its employees, agents and representatives who reasonably need to know such Confidential Information in order to advise or assist the persons Receiving Party in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement and entities under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality and non-use obligations no less protective of the Disclosing Party than those set forth in this Agreement; (b) as required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that the if a Receiving Party is required by Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts requirement, limit disclosure to only the Confidential Information requested to be disclosed and, if requested by the other Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; (c) in particularcommunication with existing or bona fide prospective investors, lenders, professional advisors, acquirers, merger partners, subcontractors, licensees or Inbound Licensors on a need to know basis, in each case under appropriate written (or legal or ethical such as in the Parties acknowledge case of attorneys) confidentiality and non-use obligations substantially equivalent to those of this Agreement, except that Cubist and/or Chiron the term of such obligations may be shorter, and with respect to any disclosure to an Inbound Licensor under an Existing In-License Agreement, Neurocrine acknowledges that the relevant Inbound Licensor is obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with retain any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) information provided to it in confidence only as required pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations terms of the SEC); applicable Existing In-License Agreement; (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; Parties; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like a patent authority in connection with conducting clinical trials Prosecution and obtaining authorizations for sameMaintenance, Defense Proceedings and enforcement of Patent Rights in accordance with Article 10; or and (f) in the case of Neurocrine as Receiving Party, in Regulatory Filings for Collaboration Products and, in each case under appropriate written confidentiality and non-use obligations substantially equivalent to Regulatory Authorities those of this Agreement, to Third Party contractors in connection with Drug Approval Applicationsits Development, Manufacture and Commercialization of Collaboration Products. The confidentiality and non-use obligations set forth under this Agreement shall survive the termination or expiration of this Agreement for a period of [**].

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) as reasonably necessary in conducting the activities contemplated under this Agreement; (ii) to the extent and pertaining specifically to a Product, for use by Amgen in connection with a Product outside the Collaboration Scope or disclosure by Amgen to a collaborator or licensee for use with respect to a Product outside the Collaboration Scope; (iii) to the persons extent such disclosure is to a Governmental Authority, as reasonably necessary in filing or prosecuting patent, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending arbitration or litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling regulatory obligations for a Product, or otherwise required by an applicable governmental lawApplicable Law, rule including, but not limited to, regulations of the Securities and Exchange Commission, the Stock Exchange of Hong Kong Limited or regulation or court order; providedsimilar regulatory authority, however, provided that if a Party is required by Applicable Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iv) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis in such efforts by support of the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy purposes of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-QAgreement, annual report on Form 10-K in each case under appropriate confidentiality provisions or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission professional standards of confidentiality substantially equivalent to those of this Agreement; (the “SEC”v) pursuant to the Securities Act of 1933such Party’s […***…]; provided further, as amended; in the event of that, prior to any such filingdisclosure, the Parties agree to cooperate and work together to request confidential treatment pursuant toeach such disclosee is bound by written obligations of confidentiality, non-disclosure, and non-use at least as restrictive as the obligations set forth in accordance with, this Article XI to maintain the rules confidentiality thereof and regulations of the SEC); not to use or disclose such Confidential Information except as expressly permitted by this Agreement; and (bvi) to the extent and mutually agreed to by the persons and entities required by rules Parties. Neither Party will disclose Confidential Information of the National Association of Securities Dealers; (c) as necessary other Party to file its personnel or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to an Affiliate except to the extent that any such disclosure is necessary; (d) as required by personnel or Affiliate needs to know such information for the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsperformance of such Party’s activities hereunder.

Authorized Disclosure. Notwithstanding any Upon notification to the other provision of this Agreementparty, each Party party may disclose the other's Confidential Information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, and complying with applicable governmental regulations, including clinical studies, and as required by agreement with university collaborators. Prior to any such disclosure, if a party is required by law or regulation or agreement to make any disclosure of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION party's Confidential Information, it will, except where impractical for necessary disclosures (a) to the extent and to the persons and entities required by an applicable governmental lawe.g., rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any medical emergency), give reasonable advance notice to the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. other party of such filingdisclosure requirement, the Parties agree to cooperate redact all material and work together to request confidential treatment pursuant toinformation that may reasonably and permissibly be redacted, and in accordance withas reasonably requested by the other party, the rules and regulations of the SEC); (b) and, except to the extent and to inappropriate in the persons and entities required by rules case of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce will use reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, no less stringent than the obligations under this Agreementof confidentiality and limited use imposed hereunder. In addition, but only each party may disclose the other's Confidential Information to the extent that its employees, consultants and advisors on a need-to-know basis, provided any such disclosure is necessary; (d) as required by employees, consultants and advisors are subject to agreements of confidentiality no less stringent than the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates obligations of confidentiality and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationslimited used imposed hereunder.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party as follows: (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose under appropriate confidentiality provisions at least as protective of such Confidential Information shall first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from as those in this Agreement, as reasonably necessary for performance of its obligations or limitations on such disclosure requirement and shall reasonably cooperate exercise of rights granted in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement (including the rights to Develop and Commercialize the Antibody and Products) including in filing or prosecuting patent applications in accordance with the U.S. Securities Section 5.2, prosecuting or defending litigation, complying with applicable Law (subject to clause (b) below), seeking and Exchange Commission with its next quarterly report on Form 10obtaining Regulatory Approval, conducting non-Qclinical activities or clinical trials, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities preparing and Exchange Commission (the “SEC”) pursuant submitting INDs to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant toRegulatory Authorities, and marketing Products, in each case in accordance with, the rules and regulations of the SEC)with this Agreement; (b) to the extent disclosure is required by Law; provided, that if a Receiving Party is required by Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, where legally permitted and practicable, give reasonable advance notice to the persons Disclosing Party of such disclosure requirement, afford the Disclosing Party an opportunity to secure, 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, and entities required by rules disclose only that portion of the National Association Confidential Information that the Receiving Party is legally required to disclose as advised by the Receiving Party’s legal counsel; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Dealers;Exchange Act of 1934, as amended. (c) in communication with actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, collaborators, donors, or funding sources as reasonably necessary, and (with respect to XOMA) with its licensors as necessary to file satisfy its reporting obligations with respect to the Antibody or prosecute patent applicationsProduct, prosecute or defend litigation or otherwise establish rights or enforce obligations in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, but only to the extent that any such disclosure is necessary;; or (d) as required to the extent mutually agreed to in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty as follows: (a) to the extent Third Parties under appropriate terms and conditions including confidentiality provisions substantially equivalent to those in this Agreement for consulting, manufacturing, development, external testing and marketing trials with respect to the persons Products covered by this Agreement, or otherwise as is reasonably necessary to exercise the rights and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that licenses granted herein (including the Party required right to disclose Confidential Information shall first have given prompt notice grant sublicenses according to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”Agreement) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC);or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting preclinical or clinical trials, provided, however, that if a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information it will (i) , except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the persons other Party of such disclosure requirement, (ii) except to the extent inappropriate in the case of patent applications, will use its [***] efforts to secure confidential treatment of such Confidential Information required to be disclosed and entities required by rules (iii) only disclose such Confidentiality Information which in the opinion of the National Association of Securities Dealers;disclosing Party’s legal counsel is legally required to be disclosed after taking into due consideration the other Party’s opinion provided such opinion can be obtained in a timely manner. (c) as for Confidential Information other than Trade Secrets and information relating to Improvements and inventions, to those natural persons being ultimate beneficial owners of Grünenthal and the supervisory board and advisory board to the extent 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, but required by law and only to the extent that any such disclosure is necessary; (d) as required persons have a right under applicable German law or a need to know and unless already under confidentiality obligation by the Lilly License; (e) applicable German law, or under appropriate terms and conditions including confidentiality provisions substantially equivalent to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like those in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsthis Agreement.

Authorized Disclosure. Notwithstanding any other provision of this Agreement, each The Receiving Party may disclose the Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party to the extent such disclosure is reasonably necessary in the following instances: (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, prosecuting or maintaining the Parties agree to cooperate and work together to request confidential treatment pursuant to, and Licensed Patents in accordance with, the rules and regulations of the SEC)with this Agreement; (b) practicing the licenses granted hereunder or preparing and submitting regulatory filings with respect to the extent and to the persons and entities required by rules of the National Association of Securities DealersLicensed Products; (c) as necessary to file prosecuting or prosecute patent applications, prosecute or defend defending litigation or otherwise establish rights complying with applicable court orders or enforce obligations under this Agreementgovernmental laws, rules or regulations including, but only to not limited to, disclosures required by the extent that any such disclosure is necessary;FDA or the Securities and Exchange Commission; or (d) as required by the Lilly License; (e) disclosure to investigatorsAffiliates, institutionsSublicensees, contract research organizationsemployees, clinical research associates and Regulatory Authorities and the like consultants, agents or other Third Parties who have a need to know such information for purposes of this Agreement or in connection with conducting clinical trials due diligence or similar investigations, and obtaining authorizations for same; or (f) disclosure to Regulatory Authorities potential Third Party investors in connection confidential financing documents, provided, in each case, that any such Affiliate, Sublicensee, employee, consultant, agent or Third Party is subject to obligations of confidentiality and non-use comparable to those set forth in this Section . Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section , it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with Drug Approval Applicationseach other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law and on any disclosure to Third Parties.

Authorized Disclosure. Notwithstanding any other provision of Except as otherwise provided in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) Confidential Information may be shared with a Party’s and its Affiliates’ employees and agents (including, without limitation, consultants, attorneys, accountants and financial advisors) under appropriate confidentiality provisions not less restrictive than those contained 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 to the persons and entities such disclosure is reasonably necessary in [*], complying with applicable governmental regulations, obtaining Regulatory Approval, complying with government subpoenas, marketing Licensed Products or otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Law; provided, however, that the if a Receiving Party is required by subpoena or Applicable Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information it shall first have given prompt give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and and, except to the extent inappropriate in the case of [*], shall use its reasonable efforts to the extent practicable to secure confidential treatment of such Confidential Information required to be disclosed; (c) to existing or prospective advisors or investors, in each case under appropriate confidentiality provisions not less restrictive than those contained in this Agreement; (d) as reasonably cooperate required under the circumstances, to a Third Party in connection with: (i) a merger, consolidation or similar transaction by such efforts by Party, or (ii) the other sale of all or substantially all of the assets of such Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated or to file a copy of which this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qrelates, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission in each case under appropriate confidentiality provisions not less restrictive than those contained in this Agreement; (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (be) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applicationsnecessary, prosecute or defend litigation or otherwise establish rights or enforce obligations Confidential Information may be shared with [*] under appropriate confidentiality provisions not less restrictive than those contained in this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or or (f) to Regulatory Authorities the extent mutually agreed in connection with Drug Approval Applicationswriting by the Parties. In each of the above authorized disclosures, except to the extent such disclosure is required by Applicable Law, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 9.2 to treat such Confidential Information as required under this Article 9.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent and such disclosure is reasonably necessary or useful in conducting Clinical Studies under this Agreement; or (iii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the persons extent such disclosure is to a Government Authority as reasonably necessary in filing or prosecuting patent right, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining regulatory approval or fulfilling post‑approval regulatory obligations for the Licensed Compounds or Licensed Products, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, the Parties will agree upon and release a mutual press release to announce the execution of this Agreement in the form attached hereto as Exhibit A for use in responding to inquiries about the Agreement; thereafter, Eagle and Cephalon may each disclose to Third Parties the information contained in such efforts press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of submit this Agreement with to the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant and if a Party does submit this Agreement to the Securities Act SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by Law to make a disclosure of 1933the terms of this Agreement in a filing with or other submission to the SEC, and (i) such Party has provided copies of the disclosure to the other Party as amended; far in advance of such filing or other disclosure as is reasonably practicable under the event circumstances, (ii) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (iii) such filingParty has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, the Parties agree to cooperate and work together to request confidential treatment pursuant toor approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by Law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 11.2, and in accordance withthe other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the rules Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (A) consider incorporating such comments and regulations of the SEC); (bB) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent and reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the persons and entities required by rules prior written agreement of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsother Party.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED(i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, and (b) to the extent and such disclosure is reasonably necessary or useful in conducting Development, Manufacture, Commercialization or Medical Affairs Activities under this Agreement; (ii) to the persons extent such disclosure is to a Governmental Amgen Ref. No. 2017747574 Page 42 Authority as reasonably necessary in filing or prosecuting patent, Copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Product, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and mutually agreed to by the persons and entities required by rules Parties. For purposes of the National Association clarity, in each case ((i) through (iv)), Novartis shall ensure that manufacturing technology related Confidential Information is not shared with any of Securities Dealers; its or its Affiliates’ personnel (c) as necessary to file or prosecute patent applicationswhether employees, prosecute or defend litigation consultants, Third Party contractors or otherwise establish rights and whether or enforce obligations under this Agreement, but only to not located within the extent that any such disclosure is necessary; United States): (di) as required by the Lilly License; [*] and (eii) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications[*].

Authorized Disclosure. Notwithstanding A Party or its Affiliates may disclose the Confidential Information belonging to another Party or its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted in this Agreement with the advance written consent of the disclosing Party, such consent not to be unreasonably withheld, conditioned or delayed; (b) regulatory filings with any other provision governmental authority necessary for the activities contemplated under this Agreement; (c) disclosure required by applicable securities laws and regulations (including Nasdaq rules), provided, however, that the disclosure therein is limited to the extent necessary, as determined by securities counsel for the Party seeking to make such disclosure, and provided such Party endeavors to obtain confidential treatment of any disclosed information to the extent allowed under Applicable Law; 28 † Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) in connection with the performance of this Agreement, to Affiliates, sublicensees, research collaborators, employees, consultants, subcontractors or agents, 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; or (e) in connection with litigation to which a Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent and to the persons and entities is a party or otherwise as required by an applicable governmental law, rule valid court order or regulation or court orderlegal process; provided, however, that such Party gives the disclosing Party advance notice of such required disclosure, limits the disclosure to that actually required as determined by counsel for the Party seeking to make such disclosure, and cooperates in any other Party’s attempts to obtain a protective order or confidential treatment of the information required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsdisclosed.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty solely (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent and such disclosure is reasonably necessary or useful in conducting Clinical Studies under this Agreement; or (iii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the persons extent such disclosure is to a Government Authority as reasonably necessary in filing or prosecuting patent right, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining regulatory approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, the Parties will agree upon and release a mutual press release to announce the execution of this Agreement in the form attached hereto as Exhibit A for use in responding to inquiries about the Agreement; thereafter, Eagle and Cephalon may each disclose to Third Parties the information contained in such efforts press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of submit this Agreement with to the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant and if a Party does submit this Agreement to the Securities Act SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by Law to make a disclosure of 1933the terms of this Agreement in a filing with or other submission to the SEC, and (i) such Party has provided copies of the disclosure to the other Party as amended; far in advance of such filing or other disclosure as is reasonably practicable under the event circumstances, (ii) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (iii) such filingParty has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, the Parties agree to cooperate and work together to request confidential treatment pursuant toor approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by Law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 11.2, and in accordance withthe other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the rules Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (A) consider incorporating such comments and regulations of the SEC); (bB) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent and reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the persons and entities required by rules prior written agreement of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsother Party.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED(i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement connection with the U.S. Securities and Exchange Commission with performance of its next quarterly report on Form 10-Q, annual report on Form 10-K obligations or current report on Form 8-K as reasonably necessary or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; useful in the event exercise of any such filingits rights under this Agreement, including the Parties agree right to cooperate and work together to request confidential treatment pursuant togrant licenses or sublicenses as permitted hereunder, and in accordance with, the rules and regulations of the SEC); (b) to the extent and such disclosure is reasonably necessary or useful in conducting development under this Agreement; (ii) to the persons extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent, copyright and entities required by rules of the National Association of Securities Dealers; (c) as necessary trademark applications in accordance with this Agreement, prosecuting or defending litigation related to file or prosecute patent applicationsthis Agreement, prosecute or defend litigation or otherwise establish rights or enforce obligations complying with applicable governmental regulations with respect to performance under this Agreement, but only filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for Dmab, or otherwise required by Law, provided, however, that if a Party is required by Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; or (iv) to the extent that any such disclosure is necessary; (d) as required mutually agreed to by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED(i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement connection with the U.S. Securities and Exchange Commission with performance of its next quarterly report on Form 10-Q, annual report on Form 10-K obligations or current report on Form 8-K as reasonably necessary or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; useful in the event exercise of any such filingits rights under this Agreement, including the Parties agree right to cooperate and work together to request confidential treatment pursuant togrant licenses or sublicenses as permitted hereunder, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; such disclosure is reasonably necessary or useful in conducting preclinical or clinical trials under this Agreement; (c) to actual or potential sublicensees; or (d) [***] information as required to comply with the terms of that certain Exclusive License Agreement dated April 21, 1998, as modified, among CK, the Regents of the University of California and the Board of Trustees of the Lxxxxx Xxxxxxxx Junior University; (ii) to the extent such disclosure is to a government entity as reasonably necessary in filing or prosecuting Patent Right, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to file or prosecute patent applicationsthis Agreement, prosecute or defend litigation or otherwise establish rights or enforce obligations complying with applicable governmental regulations with respect to performance under this Agreement, but only obtaining regulatory approval or fulfilling post-approval regulatory obligations for Compounds, or otherwise required by Law, provided, however, that if a Party is required by Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, shall use [***] to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (iv) to the extent that any such disclosure is necessary; (d) as required mutually agreed to by the Lilly License; (e) Parties. In addition to investigatorsthe foregoing, institutions, contract research organizations, clinical research associates and Regulatory Authorities and with respect to complying with the like disclosure requirements of any government agency in connection with conducting clinical trials any required filing of this Agreement, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to be redacted in any public disclosure of the Agreement, and obtaining authorizations in any event each Party shall seek reasonable confidential treatment for sameany public disclosure by any such agency. Notwithstanding the foregoing, the Parties shall agree upon and release a mutual press release to announce the execution of this Agreement in the form attached hereto as Exhibit 14.2B for use in responding to inquiries about the Agreement; or thereafter, CK and Amgen may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party shall additionally have the right to issue additional press releases with the prior written agreement of the other Party or as required to comply with any Law or by the rules of any stock exchange or *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. automated quotation system (fin the case of such required disclosure, by providing [***] ([***]) [***]’ notice to Regulatory Authorities in connection with Drug Approval Applicationsthe other Party and reasonably considering comments provided by such other Party within [***] ([***]) [***] after such notice).

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other 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 its rights granted or reserved in this Agreement (including, without limitation, the rights to Develop and Commercialize Licensed Compounds, Products, and/or Discontinued 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: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION ’s obligations hereunder; (aii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications (subject to the persons and entities Section 8.6 below), complying with applicable governmental regulations, obtaining Approvals, conducting clinical trials, marketing Products, or as otherwise required by an applicable governmental law, regulation, rule or regulation or court orderlegal process (including the rules of the SEC and any stock exchange); provided, however, that the if a Receiving Party or any of its Affiliates is required by law or regulation to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in such efforts by the other Party (communication with actual or potential lenders, arm’s-length financial investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy each case under confidentiality provisions no less restrictive than those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission Agreement; (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (dv) to prosecute or defend litigation as required permitted by this Agreement; or (vi) to the extent mutually agreed to in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (except that the term of confidentiality may be shorter than the term of confidentiality herein, but in no event less than five (5) years after the termination of the agreement with the disclosee containing such confidentiality provisions) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder; (ii) to the extent and such disclosure is reasonably necessary in Prosecuting or Maintaining any Patent or other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including to comply with the persons and entities applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), or otherwise required by an applicable governmental lawLaw, rule or regulation or court order; provided, however, that if a Party is required by Law or court order to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of Prosecution and shall reasonably cooperate Maintenance of Patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed; (iii) in such efforts by communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Other Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above, except with respect to disclosures to actual or bona fide potential investors and acquirers receiving any technical data related to Other Compounds or Other Products that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least five (in particular5) years after such disclosure, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and mutually agreed to by the Parties. In addition to the persons and entities required by foregoing, with respect to complying with the disclosure requirements of the SEC or similar regulatory bodies or the rules of the National Association an applicable public stock exchange, in connection with any required disclosure of Securities Dealers; (c) as necessary material information related to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only the Parties shall consult with one another concerning the information to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsbe disclosed where practicable.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose Confidential Information of the Disclosing Party to (a) employees, agents, contractors, consultants and advisors of the Receiving Party and its Affiliates, and sublicensees and to (b) Third Parties to the extent reasonably necessary for the performance of its obligations or exercise of rights granted or reserved in this Agreement, in each case under confidentiality provisions no less restrictive than those in this Agreement. In addition, a Receiving Party or its Affiliates may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION Disclosing Party (ai) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to the persons and entities Section 12.4 (Press Release; Publications; Disclosure of Agreement) below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting non-Clinical Studies or Clinical Studies, marketing a Licensed Product, or as otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Law (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates 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, 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 disclose Confidential Information shall first have given prompt notice be disclosed; (ii) on a need-to-know basis, in communication with actual or potential lenders, potential acquirers, investors, merger partners, consultants, or professional advisors, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iii) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; ; or (div) as required mutually agreed to in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (except that the term of confidentiality may be shorter than the term of confidentiality herein, but in no event less than [****] years after the termination of the agreement with the disclosee containing such confidentiality provisions): (A) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder, (B) to the extent such disclosure is reasonably necessary or useful in conducting activities under the Plans (including the plans for Exclusive Indications in the Territory and the plans for Co-Development indications in the ROW for Development and in the Territory outside the Co-Promotion Countries for Commercialization) (C) in complying with the terms of agreements with Third Parties existing as of the Effective Date, or thereafter pursuant to which such Party first obtains rights to such Party’s Licensed Technology which is (sub)licensed to the persons other Party hereunder (provided that, Exhibit 11.2 sets forth the Third Party and entities corresponding agreement pursuant to which any disclosure of the other Party’s Confidential Information is required that is in effect as of the Effective Date); (ii) to the extent such disclosure is reasonably necessary in Prosecuting or Maintaining any Patent or other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), making any Regulatory Filings, otherwise obtaining Marketing Approvals or fulfilling post-Marketing Approval obligations for Products, or otherwise required by an applicable governmental lawLaw, rule or regulation or court order; provided, however, that if a Party is required by Law or court order to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of Prosecution and shall reasonably cooperate Maintenance of Patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed; (iii) in such efforts by communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above, except with respect to disclosures to actual or bona fide potential investors and acquirers receiving any technical data related to Compounds or Products that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least [****] years after such disclosure, provided that if, at the time of disclosure to a potential acquirer, such potential acquirer has active programs (“Walled-Off Programs”) that would be “Competing Activities” as defined in particularSection 7.1 if they were conducted by the Party potentially to be acquired * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (the “Target”), then the Parties acknowledge Target shall contractually obligate such potential acquirer to keep all technical data related to Compounds or Products that Cubist and/or Chiron may be obligated is Confidential Information of the non-Target Party separate from Walled-Off Programs to file a copy prevent receipt or use thereof in the Walled-Off Programs for the longer of (x) [****] years after permanent cessation of discussions regarding such acquisition, or (y) the term of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filingthe Target is acquired by or merged with the potential acquirer), the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); or (biv) to the extent and mutually agreed to by the Parties. In addition to the persons and entities required by foregoing, with respect to complying with the disclosure requirements of the SEC or similar regulatory bodies or the rules of the National Association an applicable public stock exchange, in connection with any required disclosure of Securities Dealers; (c) as necessary material information related to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only the Parties shall consult with one another concerning the information to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsbe disclosed where practicable.

Authorized Disclosure. Notwithstanding any other provision the provisions of this AgreementArticle 6.1 (Confidentiality; Exceptions) above and subject to Articles 6.3 (Confidential Terms) and 6.5 (Publication of Product Information) below, each Party may use and disclose Confidential Information of the other Party’s Confidential Information as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality obligations substantially equivalent to those in this Agreement, to its Affiliates, licensees, permitted Sublicensees, contractors and any other Third Parties to the extent and such use and/or disclosure is necessary or reasonably useful to perform its obligations or to exercise the persons and entities required rights granted to it, or reserved by an applicable governmental lawit, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of under this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K (including to grant licenses or current report on Form 8-K permitted sublicenses hereunder); or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and such disclosure is reasonably necessary in filing or prosecuting intellectual property applications, prosecuting or defending litigation, complying with Applicable Laws or governmental regulations, obtaining Regulatory Approval, conducting clinical trials hereunder with respect to the persons and entities a Licensed Product and/or Combination Product, or submitting information to tax or other Governmental Authorities. If a Party is required by rules law or regulations (including securities laws, regulations or guidances) to make any such disclosure of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applicationsother Party’s Confidential Information, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any it may legally do so, it will give reasonable advance notice to the other Party of such disclosure requirement and, save to the extent inappropriate in the case of patent applications or otherwise, will use its good faith efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). For any other disclosures of the other Party’s Confidential Information, including to Affiliates, licensees, permitted Sublicensees, contractors and other Third Parties, a Party shall ensure that the recipient thereof is necessary; bound by a written confidentiality agreement as materially protective of such Confidential Information as this Article 6 (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications.Confidentiality). sf-2857375 29

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions similar to those 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 commercialize Products and to grant licenses and sublicenses hereunder); or (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and to the persons and entities trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting pre-clinical activities or clinical trials, marketing Products, or otherwise required by an applicable governmental law, rule or regulation or court order; provided, however, that the if a Receiving Party is required by law or regulation to disclose make any such disclosure of a Disclosing Party's Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particularwill, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qexcept where impracticable for necessary disclosures, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; for example in the event of any medical emergency, give reasonable advance notice to the Disclosing Party of such filingdisclosure requirement and, except to the Parties agree extent inappropriate in the case of patent applications, will use its reasonable efforts to cooperate and work together to request secure confidential treatment pursuant toof such Confidential Information required to be disclosed; or (iii) in communication with investors, and consultants, advisors or others on a need to know basis, in accordance with, the rules and regulations each case under appropriate confidentiality provisions substantially equivalent to those of the SEC); this Agreement; or (biv) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Authorized Disclosure. Notwithstanding any other provision of 12.8.1 Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate written confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations (e.g., in sublicense agreements), or as reasonably necessary in the exercise of its rights, under this Agreement, or in furtherance of the Development, Manufacture, use, Medical Affairs Activities or Commercialization of the Licensed Product, or in complying with the terms of the University of Vermont Agreement or the Novartis Agreements subject to the prior approval by Servier of a redacted version of this Agreement if required to be provided; (ii) to the extent and to such disclosure is reasonably necessary in filing or prosecuting patent applications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations or the persons and entities rules of any national securities exchange, obtaining Regulatory Approvals for Licensed Product, fulfilling post-approval regulatory obligations, or as otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Law; provided, however, that if a Party intends to rely on clause (i) or (ii) to make any such disclosure of the Party other Party’s Confidential Information, it will, except to the extent inappropriate in the case of patent applications or as required by Applicable Law, use commercially reasonable efforts to disclose secure confidential treatment of such Confidential Information shall first have given prompt notice so disclosed; (iii) in communication with advisors, including lawyers and accountants, on a need-to-know basis, in each case under appropriate confidentiality provisions substantially equivalent to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; (iv) to actual or current report on Form 8-K potential Sublicensees; or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bvi) to the extent mutually agreed to in writing by the Parties. 12.8.2 Notwithstanding the foregoing, the Parties recognize that independent investigators, academic centers and cooperative groups have been engaged, and will be engaged in the future, to conduct clinical and non-clinical studies of the Licensed Compound and of the Licensed Product. The Parties recognize that such investigators, academic centers and cooperative groups operate in an academic environment and may publish and release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publications prior to the filing of relevant patent applications and to the persons and entities required by rules seek confidential treatment for any Confidential Information of the National Association of Securities Dealers; (c) as necessary either Party that is disclosed to file such academic centers, cooperative groups or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) to the extent and such disclosure is to such Party’s personnel, solely on a need-to-know basis to the persons extent such personnel requires such information for the performance of such Party’s activities hereunder and entities under appropriate confidentiality provisions substantially equivalent to those in this Agreement; (ii) to the extent such disclosure is to a Governmental Authority, as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending arbitration or litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling regulatory obligations for the Product, or otherwise required by an applicable governmental lawApplicable Law, rule including regulations of the Securities and Exchange Commission, Securities and Exchange Surveillance Commission (SESC) or regulation or court order; providedsimilar regulatory authority, however, provided that if a Party is required by Applicable Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to this subsection (ii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed, (iii) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis in support of the purposes of this Agreement, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, (iv) to such efforts Party’s [***]; provided further, that, prior to any such disclosure, each such disclosee is bound by written obligations of confidentiality, non-disclosure, and non-use at least as restrictive as the other obligations set forth in this Article XII to maintain the confidentiality thereof and not to use or disclose such Confidential Information except as expressly permitted by this Agreement, (v) to Third Party licensors (in particularincluding, the Parties acknowledge that Cubist and/or Chiron may be obligated to file for clarity, sharing a redacted copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report Agreement) on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or a need to know basis in connection with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant reporting, auditing or other similar obligations as may be set forth in any Third Party Licenses, in each case under appropriate confidentiality provisions substantially equivalent to the Securities Act those of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant tothis Agreement, and in accordance with, the rules and regulations of the SEC); (bvi) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty solely as (ai) as reasonably necessary in conducting the activities contemplated under this Agreement; (ii) with respect to Confidential Information generated in the course of the activities conducted hereunder, to the extent pertaining specifically to Ivory, for use by Amgen in connection with Ivory outside the Collaboration Scope or disclosure by Amgen to a partner, GSK or licensee for use with respect to Ivory outside the Collaboration Scope; (iii) to the extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to the persons and entities performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for Ivory, or otherwise required by an applicable governmental lawApplicable Law, rule or regulation or court order; provided, however, provided that if a Party is required by Applicable Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iv) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis in such efforts by support of the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy purposes of this Agreement with the U.S. Securities Agreement, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bv) to the extent and mutually agreed to by the persons and entities required by rules Parties. Neither Party will disclose Confidential Information of the National Association of Securities Dealers; (c) as necessary other Party to file its personnel or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to an Affiliate except to the extent that any such disclosure is necessary; (d) as required by personnel or Affiliate needs to know such information for the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsperformance of such Party’s activities hereunder.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration, if customary): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent and such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the persons extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting Patent, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products in its respective Territory, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by applicable Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclose that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality no less restrictive than those set forth in this Agreement, or (d) to the extent mutually agreed to by the Parties in writing. For clarity, neither Party shall reasonably cooperate in such efforts by be permitted to release a press release announcing the execution of this Agreement without the written consent of the other Party. Each Party acknowledges and agrees that the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of submit this Agreement with to the U.S. Securities and Exchange Commission or an equivalent authority governing such Party (“SEC”) and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and (A) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its next quarterly report on Form 10-Qcounsel to be required by applicable Law. Notwithstanding anything to the contrary herein, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with it is hereby understood and agreed that if a Party seeking to make a disclosure to the U.S. Securities and Exchange Commission (as set forth in this Section 13.2, and the “SEC”) pursuant other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to the Securities Act of 1933make such disclosure or its counsel, as amended; the case may be, will in the event of any good faith (1) consider incorporating such filingcomments and (2) use reasonable efforts to incorporate such comments, the Parties agree to cooperate and work together to request limit disclosure or obtain confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required reasonably requested by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsother Party.

Authorized Disclosure. Notwithstanding A Party or its Affiliates may disclose the Confidential Information belonging to another Party or its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted in this Agreement with the advance written consent of the disclosing Party, such consent not to be unreasonably withheld, conditioned or delayed; (b) regulatory filings with any other provision governmental authority necessary for the activities contemplated under this Agreement; (c) disclosure required by applicable securities laws and regulations (including Nasdaq rules), provided, however, that the disclosure therein is limited to the extent necessary, as determined by securities counsel for the Party seeking to make such disclosure, and provided such Party endeavors to obtain confidential treatment of any disclosed information to the extent allowed under Applicable Law; † Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) in connection with the performance of this Agreement, to Affiliates, sublicensees, research collaborators, employees, consultants, subcontractors or agents, each Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONwhom 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; or (ae) in connection with litigation to the extent and to the persons and entities which a Party is a party or otherwise as required by an applicable governmental law, rule valid court order or regulation or court orderlegal process; provided, however, that such Party gives the disclosing Party advance notice of such required disclosure, limits the disclosure to that actually required as determined by counsel for the Party seeking to make such disclosure, and cooperates in any other Party’s attempts to obtain a protective order or confidential treatment of the information required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsdisclosed.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other 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 Option Compounds and/or Option Products under Section 3.3, 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: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION ’s obligations hereunder; (aii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and to the persons and entities trademark applications, complying with applicable governmental regulations, obtaining Approvals, conducting clinical trials, marketing Option Products, or as otherwise required by an applicable governmental law, regulation, rule or regulation or court orderlegal process (including the rules of the SEC and any stock exchange); provided, however, that the if a Receiving Party or any of its Affiliates is required by law or regulation to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in such efforts by the other Party (communication with actual or potential lenders, arm’s length financial investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy each case under confidentiality provisions no less restrictive than those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission Agreement; (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (dv) to prosecute or defend litigation as required permitted by this Agreement or (vi) to the extent mutually agreed to in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions similar to those 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 Develop and Commercialize Licensed Products and to grant sublicenses as permitted hereunder); or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining Regulatory Approval, conducting non-clinical activities or clinical trials, preparing and submitting INDs to the persons and entities Regulatory Authorities, or is otherwise required by an Law or the rules of a recognized stock exchange or automated quotation system applicable governmental law, rule or regulation or court orderto such Party; provided, however, that the if a Receiving Party is required by Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts and, if requested by the other Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (c) in particularcommunication with existing or prospective investors, the Parties acknowledge that Cubist and/or Chiron may be obligated consultants, advisors, licensees or collaborators or others on a need to file a copy know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent required to those of its employees, agents and representatives who reasonably need to know such Confidential Information in order to advise or assist the persons Receiving Party in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement and entities under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality and non-use obligations no less protective of the Disclosing Party than those set forth in this Agreement; (b) as required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that the if a Receiving Party is required by Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts requirement, limit disclosure to only the Confidential Information requested to be disclosed and, if requested by the other Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; (c) in particularcommunication with existing or bona fide prospective investors, lenders, professional advisors, acquirers, merger partners, subcontractors, licensees or Inbound Licensors on a need to know basis, in each case under appropriate written (or legal or ethical such as in the Parties acknowledge case of attorneys) confidentiality and non-use obligations substantially equivalent to those of this Agreement, except that Cubist and/or Chiron the term of such obligations may be shorter, and with respect to any disclosure to an Inbound Licensor under an Existing In-License Agreement, Neurocrine acknowledges that the relevant Inbound Licensor is obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with retain any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) information provided to it in confidence only as required pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations terms of the SEC); applicable Existing In-License Agreement; (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; Parties; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like a patent authority in connection with conducting clinical trials Prosecution and obtaining authorizations for sameMaintenance, Defense Proceedings and enforcement of Patent Rights in accordance with Article 10; or and (f) in the case of Neurocrine as Receiving Party, in Regulatory Filings for Collaboration Products and, in each case under appropriate written confidentiality and non-use obligations substantially equivalent to Regulatory Authorities those of this Agreement, to Third Party contractors in connection with Drug Approval Applicationsits Development, Manufacture and Commercialization of Collaboration Products. The confidentiality and non-use obligations set forth under this Agreement shall survive the termination or expiration of this Agreement for a period of [...***...].

Authorized Disclosure. Notwithstanding any other provision of the limitations in this AgreementArticle 7, each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances: (a) prosecuting or defending litigation relating to this Agreement; (b) complying with applicable law, regulations, valid court orders, or rules of a securities exchange; (c) disclosure to licensees and collaborators, and potential licensees and collaborators, investors, potential investors, sources of finance, acquirers, or merger candidates who agree to be bound by confidentiality obligations at least equivalent in scope to those set forth in this Article 7, or in the case of financial institutions with respect to financial information and the terms of this Agreement only, equivalent in scope to those terms under which the disclosing Party is disclosing its own confidential information of similar type, provided that such disclosure is used solely for the purpose of evaluating such license, collaboration, investment, acquisition, or merger or providing required information under a financing (as the case may be); (d) disclosure of the terms of this Agreement, on a need-to-know basis in support of the development, manufacture or commercialization of Products, to members of its Board of Directors, Affiliates, licensees, collaborators, Sublicensees, employees, consultants, agents and subcontractors who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 7; (e) in connection with making regulatory filings for Regulatory Approval; and (f) filing, prosecuting or maintaining the Assigned Patents (as to Celldex) or Licensed Patent Rights (as to Amgen) in accordance with Article 6. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose ’s Confidential Information shall first have given prompt pursuant to Section 7.2(b), it will, except where not reasonably possible, give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in use commercially reasonable efforts to secure confidential treatment of such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with information. In any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filingevent, the Parties agree to cooperate and work together take all reasonable action to request confidential treatment pursuant to, and in accordance with, the rules and regulations avoid disclosure of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsConfidential Information hereunder.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) as reasonably necessary in conducting the activities contemplated under this Agreement; (ii) to the extent and pertaining specifically to a Product, for use by Amgen in connection with a Product outside the Collaboration Scope or disclosure by Amgen to a collaborator or licensee for use with respect to a Product outside the Collaboration Scope; (iii) to the persons extent such disclosure is to a Governmental Authority, as reasonably necessary in filing or prosecuting patent, copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending arbitration or litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling regulatory obligations for a Product, or otherwise required by an applicable governmental lawApplicable Law, rule including, but not limited to, regulations of the Securities and Exchange Commission, the Stock Exchange of Hong Kong Limited or regulation or court order; providedsimilar regulatory authority, however, provided that if a Party is required by Applicable Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iv) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis in such efforts by support of the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy purposes of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-QAgreement, annual report on Form 10-K in each case under appropriate confidentiality provisions or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission professional standards of confidentiality substantially equivalent to those of this Agreement; (the “SEC”v) pursuant to the Securities Act of 1933such Party’s [*]; provided further, as amended; in the event of that, prior to any such filingdisclosure, the Parties agree to cooperate and work together to request confidential treatment pursuant toeach such disclosee is bound by written obligations of confidentiality, non-disclosure, and non-use at least as restrictive as the obligations set forth in accordance with, this Article XI to maintain the rules confidentiality thereof and regulations of the SEC); not to use or disclose such Confidential Information except as expressly permitted by this Agreement; and (bvi) to the extent and mutually agreed to by the persons and entities required by rules Parties. Neither Party will disclose Confidential Information of the National Association of Securities Dealers; (c) as necessary other Party to file its personnel or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to an Affiliate except to the extent that any such disclosure is necessary; (d) as required by personnel or Affiliate needs to know such information for the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsperformance of such Party’s activities hereunder.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party as follows: (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose under appropriate confidentiality provisions at least as protective of such Confidential Information shall first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from as those in this Agreement, as reasonably necessary for performance of its obligations or limitations on such disclosure requirement and shall reasonably cooperate exercise of rights granted in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement (including the rights to Develop and Commercialize Licensed Antibodies and Products) including in filing or prosecuting patent applications in accordance with the U.S. Securities Section 5.2, prosecuting or defending litigation, complying with applicable Law (subject to clause (b) below), seeking and Exchange Commission with its next quarterly report on Form 10obtaining Regulatory Approval, conducting non-Qclinical activities or clinical trials, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities preparing and Exchange Commission (the “SEC”) pursuant submitting INDs to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant toRegulatory Authorities, and marketing Products, in each case in accordance with, the rules and regulations of the SEC)with this Agreement; (b) to the extent disclosure is required by Law; provided, that if a Receiving Party is required by Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, where legally permitted and practicable, give reasonable advance notice to the persons Disclosing Party of such disclosure requirement, afford the Disclosing Party an opportunity to secure, 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, and entities required by rules disclose only that portion of the National Association of Securities DealersConfidential Information that the Receiving Party is legally required to disclose as advised by the Receiving Party’s legal counsel; (c) in communication with actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, collaborators, donors, or funding sources as reasonably necessary, and (with respect to XOMA) with its licensors as necessary to file ​ ​ ​ ​ ​ -26- ​ ​ Certain confidential portions of this exhibit have been omitted and replaced with “[***]”. such identified information has been excluded from this exhibit because it is (i) not material and (ii) would likely cause competitive harm to the company if disclosed. ​ ​ satisfy its reporting obligations with respect to a Licensed Antibody or prosecute patent applicationsProduct, prosecute or defend litigation or otherwise establish rights or enforce obligations in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, but only to the extent that any such disclosure is necessary;; or (d) as required to the extent mutually agreed to in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) as reasonably necessary in conducting the activities contemplated under this Agreement; (ii) with respect to Confidential Information generated in the course of the activities conducted hereunder, to the extent pertaining specifically to Ivory, for use by Amgen in connection with Ivory outside the Collaboration Scope or disclosure by Amgen to a partner, GSK or licensee for use with respect to Ivory outside the Collaboration Scope; (iii) to the extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to the persons and entities performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for Ivory, or otherwise required by an applicable governmental lawApplicable Law, rule or regulation or court order; provided, however, provided that if a Party is required by Applicable Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iv) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis in such efforts by support of the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy purposes of this Agreement with the U.S. Securities Agreement, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bv) to the extent and mutually agreed to by the persons and entities required by rules Parties. Neither Party will disclose Confidential Information of the National Association of Securities Dealers; (c) as necessary other Party to file its personnel or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to an Affiliate except to the extent that any such disclosure is necessary; (d) as required by personnel or Affiliate needs to know such information for the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsperformance of such Party’s activities hereunder.

Authorized Disclosure. Notwithstanding any other provision of this Agreementthe obligations set forth in Section 11.1, each Party or its Affiliate may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION’s Confidential Information to the extent: (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall is reasonably cooperate in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated necessary to file a copy of this Agreement comply with the U.S. Securities requirements of regulatory authorities with respect to obtaining and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations maintaining regulatory approval of the SEC)Product; (b) such disclosure is made to a patent authority as may be reasonably necessary for purposes of obtaining or enforcing a Patent in a manner that is not inconsistent with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such information to the extent and to the persons and entities required by rules of the National Association of Securities Dealerssuch protection is available; (c) as such disclosure is reasonably necessary to file its Affiliates, officers, directors, employees, agents, advisors, consultants, contractors, existing or prosecute patent applicationsprospective sublicensees, prosecute attorneys, accountants, auditors, lenders, or defend litigation insurers, in connection with performing its obligations or otherwise establish exercising its rights or enforce obligations under this Agreement; provided that in each case, but only the recipients are bound by obligations of confidentiality and non-use substantially similar to the extent that any such disclosure is necessarythose contained in this Agreement and having a minimum term of five (5) years; (d) as required by the Lilly License;such disclosure is reasonably necessary to comply with Laws, including applicable securities laws, court order, administrative subpoena or other order; or (e) to investigators, institutions, contract research organizations, clinical research associates such disclosure is made by LB for the purpose of identifying the technology and Regulatory Authorities and the like materials used in connection with conducting clinical trials the manufacture of the Products. Notwithstanding the foregoing, if a Party or its Affiliate is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 11.2(d), such Party shall promptly notify the other Party of such required disclosure and, upon the other Party’s reasonable request, such Party and obtaining authorizations for same; or (f) its Affiliates shall use reasonable efforts to Regulatory Authorities obtain, or to assist the other Party in connection with Drug Approval Applicationsobtaining, a protective order preventing or limiting the required disclosure.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other 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 Compounds, Licensed Products, and/or Discontinued 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: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION ’s obligations hereunder; (aii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications (subject to the persons and entities Section 11.6 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing Licensed Products, or as otherwise required by an applicable governmental law, regulation, rule or regulation or court orderlegal process (including the rules of the SEC and any stock exchange); provided, however, that the if a Receiving Party or any of its Affiliates is required by law or regulation to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in such efforts by the other Party (communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy each case under confidentiality provisions no less restrictive than those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission Agreement; (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (dv) as required to the extent mutually agreed to in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party (a) Either party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent such disclosure is reasonably necessary in the following situations: (i) prosecuting or defending litigation; (ii) complying with applicable laws and regulations, including regulations promulgated by securities exchanges; (iii) complying with a valid order of a court of competent jurisdiction or other Governmental Entity; (iv) for regulatory, tax or customs purposes; (v) for audit purposes, provided that each recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use 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) upon the prior written consent of the Disclosing Party; or (viii) disclosure to its actual or potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, extent (A) that the Disclosing Party determines in good faith that the information to be disclosed is material to an investment in the Disclosing Party and is customarily required to disclose consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information shall first have given prompt notice must be bound by customary obligations of confidentiality and non-use prior to any such disclosure, or (B) that the other Party hereto information is the sales of the Licensed Product and such information is 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; included in the event of any such filing, the Parties agree Investor’s financial reports to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC);its investors. (b) Notwithstanding the foregoing, in the event the Disclosing Party is required to make a disclosure of the Receiving 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 Receiving Party of such disclosure and use reasonable efforts to secure confidential treatment of such information and to avoid and/or minimize the extent of such disclosure. In any event, the Investor shall not file any patent application based upon or using the Confidential Information of Company provided hereunder. SECTION 8 The obligations of the Investor under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, any of which may be waived in writing by the Investor (except to the extent and to the persons and entities required not permitted by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications.law):

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty as follows: (a) to the extent Third Parties under appropriate terms and conditions including confidentiality provisions substantially equivalent to those in this Agreement for consulting, manufacturing, development, external testing and marketing trials with respect to the persons Products covered by this Agreement, or otherwise as is reasonably necessary to exercise the rights and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that licenses granted herein (including the Party required right to disclose Confidential Information shall first have given prompt notice grant sublicenses according to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”Agreement) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC);or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting preclinical or clinical trials, provided, however, that if a Party is required by law or regulation to make any such disclosure of the other Party's Confidential Information it will (i) , except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the persons other Party of such disclosure requirement, (ii) except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and entities required by rules (iii) only disclose such Confidentiality Information which in the opinion of the National Association of Securities Dealers;disclosing Party’s legal counsel is legally required to be disclosed after taking into due consideration the other Party’s opinion provided such opinion can be obtained in a timely manner. (c) as for Confidential Information other than Trade Secrets and information relating to Improvements and inventions, to those natural persons being ultimate beneficial owners of Grünenthal and the supervisory board and advisory board to the extent 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, but required by law and only to the extent that any such disclosure is necessary; (d) as required persons have a right under applicable German law or a need to know and unless already under confidentiality obligation by the Lilly License; (e) applicable German law, or under appropriate terms and conditions including confidentiality provisions substantially equivalent to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like those in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsthis Agreement.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty as follows: (a) to the extent Third Parties under appropriate terms and conditions including confidentiality provisions substantially equivalent to those in this Agreement for consulting, manufacturing, development, external testing and marketing trials with respect to the persons Products covered by this Agreement, or otherwise as is reasonably necessary to exercise the rights and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that licenses granted herein (including the Party required right to disclose Confidential Information shall first have given prompt notice grant sublicenses according to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”Agreement) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC);or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting preclinical or clinical trials, provided, however, that if a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information it will (i), except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the persons other Party of such disclosure requirement, (ii) except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and entities required by rules (iii) only disclose such Confidentiality Information which in the opinion of the National Association of Securities Dealers;disclosing Party’s legal counsel is legally required to be disclosed after taking into due consideration the other Party’s opinion provided such opinion can be obtained in a timely manner. (c) as for Confidential Information other than Trade Secrets and information relating to Improvements and inventions, to those natural persons being ultimate beneficial owners of Grünenthal and the supervisory board and advisory board to the extent 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, but required by law and only to the extent that any such disclosure is necessary; (d) as required persons have a right under applicable German law or a need to know and unless already under confidentiality obligation by the Lilly License; (e) applicable German law, or under appropriate terms and conditions including confidentiality provisions substantially equivalent to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like those in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsthis Agreement.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions similar to those 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 Develop, Manufacture and Commercialize Licensed Products); or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining regulatory approval, conducting non-clinical activities or clinical trials, preparing and submitting INDs to the persons and entities Regulatory Authorities, or is otherwise required by an Applicable Law or the rules of a recognized stock exchange or automated quotation system applicable governmental lawto such Party, rule including the United States Securities and Exchange Commission or regulation equivalent foreign agency or court orderregulatory body; provided, however, that the if a Receiving Party is required by Applicable Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (c) in communication with existing or bona fide prospective investors, underwriters, lenders or other financing sources, consultants, advisors, licensees or collaborators the employees, officers, directors, agents, consultants and advisors of any such Third Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated or others on a need to file a copy know basis and under obligations of confidentiality and non-use substantially equivalent to those of this Agreement with (except for the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qterm of such obligations, annual report on Form 10-K which shall be customary for the particular disclosure) or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of the limitations in this AgreementArticle 7, each either Party may disclose the Confidential Information of belonging to the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty to the extent such disclosure is reasonably necessary in the following instances: (a) to the extent and to the persons and entities required by an complying with applicable governmental lawlaws or regulations or valid court orders, rule or regulation or court order; provided, however, provided that the Party required to disclose Confidential Information shall first have given prompt notice to making such disclosure provides the other Party hereto with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to enable it obtain, or to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by assist the other Party (in particularobtaining, a protective order preventing or limiting the Parties acknowledge disclosure and/or requiring that Cubist and/or Chiron may be obligated to file a copy the terms and conditions of this Agreement with be used only for the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qpurposes for which the law or regulation required, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with for which the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC)order was issued; (b) to regulatory authorities in order to seek or obtain approval to conduct clinical trials, or to gain regulatory approval, of Collaboration Products, or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators to the extent Intrexon has a right to so use such Confidential Information under Sections 4.3 and/or 10.4, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in advance and to suggest redactions or other means of limiting the persons disclosure of such other Party’s Confidential Information and entities required by rules of the National Association of Securities Dealers(ii) does not unreasonably reject any such suggestions; (c) as necessary disclosure to file investors and potential investors, acquirers, or prosecute patent applicationsmerger candidates who agree to maintain the confidentiality of such information, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent provided that any such disclosure is necessaryused solely for the purpose of evaluating such investment, acquisition, or merger (as the case may be); (d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as required CROs and clinical investigators) who agree to be bound by the Lilly License;obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 7; and (e) disclosure of the terms of this Agreement by either Party to investigatorscollaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality, institutionsintellectual ownership and assignment, contract research organizations, clinical research associates and Regulatory Authorities and the like non-use at least equivalent in connection with conducting clinical trials and obtaining authorizations for same; or (f) scope to Regulatory Authorities those set forth in connection with Drug Approval Applicationsthis Article 7.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParty solely as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, and (b) to the extent and such disclosure is reasonably necessary or useful in conducting Development, Manufacture, Commercialization or Medical Affairs Activities under this Agreement; (ii) to the persons extent such disclosure is to a Governmental Amgen Ref. No. 2017747574 Page 42 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and entities Exchange Commission. Authority as reasonably necessary in filing or prosecuting patent, Copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Product, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and mutually agreed to by the persons and entities required by rules Parties. For purposes of the National Association clarity, in each case ((i) through (iv)), Novartis shall ensure that manufacturing technology related Confidential Information is not shared with any of Securities Dealers; its or its Affiliates’ personnel (c) as necessary to file or prosecute patent applicationswhether employees, prosecute or defend litigation consultants, Third Party contractors or otherwise establish rights and whether or enforce obligations under this Agreement, but only to not located within the extent that any such disclosure is necessary; United States): (di) as required by the Lilly License; [*] and (eii) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications[*].

Authorized Disclosure. Notwithstanding any other provision of this Except as otherwise expressly provided in a Transaction Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under the Transaction Agreements, including the right to grant licenses, sublicenses, extensions of the licenses and extensions of sublicenses to Affiliates and subcontractors as permitted under a Transaction Agreements in each case subject to the party receiving Confidential Information agreeing to be bound by similar confidentiality obligations for a term of no less than five (5) years, (ii) to the extent and such disclosure is reasonably necessary in prosecuting or maintaining any patent or other intellectual property in accordance with the Transaction Agreements, prosecuting or defending litigation related to the persons and entities Transaction Agreements, complying with applicable governmental regulations with respect to performance under the Transaction Agreements (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), making regulatory filings, obtaining marketing approvals or fulfilling post-marketing approval obligations for products that are the subject a Transaction Agreement, or otherwise required by an applicable governmental law, rule or regulation or court orderLegal Requirements; provided, however, that the if a Party is required by applicable Legal Requirements or court order to disclose make any such disclosure of another Party’s Confidential Information shall first have given prompt notice to the other such Party hereto 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 will, except where impracticable (in particularfor example, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any medical emergency), give reasonable advance notice to such filingother Party of such disclosure requirement and, in each of the Parties agree foregoing, (but not to cooperate the extent inappropriate in the case of prosecution and work together maintenance of patents), will use its reasonable efforts to request seek confidential treatment pursuant toof such Confidential Information required to be disclosed; (iii) in communication with Representatives or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to products that are the subject of the Transaction Agreements, each on a need to know basis, and in accordance witheach case under subject to confidentiality obligations consistent with Section 8.2(a), or (iv) in any manner mutually agreeable among the rules and regulations of the SEC); (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party as follows: (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose under appropriate confidentiality provisions at least as protective of such Confidential Information shall first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from as those in this Agreement, as reasonably necessary for performance of its obligations or limitations on such disclosure requirement and shall reasonably cooperate exercise of rights granted in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement (including the rights to Develop and Commercialize Licensed Antibodies and Products) including in filing or prosecuting patent applications in accordance with the U.S. Securities Section 5.2, prosecuting or defending litigation, complying with applicable Law (subject to clause (b) below), seeking and Exchange Commission with its next quarterly report on Form 10obtaining Regulatory Approval, conducting non-Qclinical activities or clinical trials, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities preparing and Exchange Commission (the “SEC”) pursuant submitting INDs to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant toRegulatory Authorities, and marketing Products, in each case in accordance with, the rules and regulations of the SEC)with this Agreement; (b) to the extent disclosure is required by Law; provided, that if a Receiving Party is required by Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, where legally permitted and practicable, give reasonable advance notice to the persons Disclosing Party of such disclosure requirement, afford the Disclosing Party an opportunity to secure, 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, and entities required by rules disclose only that portion of the National Association of Securities DealersConfidential Information that the Receiving Party is legally required to disclose as advised by the Receiving Party’s legal counsel; (c) in communication with actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, collaborators, donors, or funding [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. sources as reasonably necessary, and (with respect to XOMA) with its licensors as necessary to file satisfy its reporting obligations with respect to a Licensed Antibody or prosecute patent applicationsProduct, prosecute or defend litigation or otherwise establish rights or enforce obligations in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, but only to the extent that any such disclosure is necessary;; or (d) as required to the extent mutually agreed to in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations pursuant to this Agreement; or (b) to the extent and to the persons and entities such disclosure is required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that the if a Receiving Party is required by Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particularwill, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qexcept where impracticable for necessary disclosures, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; for example in the event of any medical emergency, give reasonable advance notice to the Disclosing Party of such filingdisclosure requirement and, except to the Parties agree extent inappropriate in the case of patent applications, will use its reasonable efforts to cooperate and work together to request secure confidential treatment pursuant toof such Confidential Information required to be disclosed; or (c) in communication with investors, consultants, advisors or others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (d) to the extent mutually agreed to in writing by the Parties. In addition to the foregoing permitted disclosures, Axcan may use and disclose Confidential Information of Mpex as follows: (a) under appropriate confidentiality provisions similar to those in accordance withthis Agreement, in connection with the rules and regulations exercise of rights granted or reserved in this Agreement or the SEC); Merger Agreement; or (b) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) reasonably necessary in filing or prosecuting patent, copyright and trademark applications with respect to the Product, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining or maintaining Regulatory Approval, conducting pre-clinical activities or clinical trials * Confidential treatment requested. with respect to the Product or marketing Products. 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 Section 7.2 to treat such Confidential Information as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsunder this Article 7.

Authorized Disclosure. Notwithstanding any other provision of Except as otherwise provided in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CERTAIN CONFIDENTIAL TREATMENT REQUESTED: MATERIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND FILED WITH (II) IS THE COMMISSIONTYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (a) under appropriate confidentiality provisions similar to the extent and to the persons and entities required by an applicable governmental lawthose in this Agreement, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto 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 (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement connection with the U.S. Securities and Exchange Commission with performance of its next quarterly report on Form 10-Q, annual report on Form 10-K obligations or current report on Form 8-K exercise of rights granted or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; reserved in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC)this Agreement; (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting pre-clinical activities or clinical trials, marketing Licensed Products or otherwise required by Applicable Laws or the rules of a securities exchange or securities listing organization; provided, that if a Receiving Party is required by Applicable Laws to make any such disclosure of a Disclosing Party’s Confidential Information it shall, except where impracticable, give reasonable advance notice to the persons and entities 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 by rules of the National Association of Securities Dealersto be disclosed; (c) as necessary to file existing or prosecute patent applicationsprospective advisors, prosecute investors, collaborators, (sub)licensees, partners or defend litigation or otherwise establish rights or enforce obligations joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, but only to the extent that any such disclosure is necessary; (d) as reasonably required under the circumstances, to a Third Party in connection with (i) a merger, consolidation or similar transaction by such Party, or (ii) the sale of all or substantially all of the assets of such Party to which this Agreement relates, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, or (iii) to the extent mutually agreed in writing by the Lilly License;Parties. (e) In each of the above authorized disclosures, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) this Section 7.2 to Regulatory Authorities in connection with Drug Approval Applicationstreat such Confidential Information as required under this Article 7.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) as reasonably necessary in conducting the activities contemplated under this Agreement; (ii) with respect to Confidential Information generated in the course of the activities conducted hereunder, to the extent pertaining specifically to Ivory, for use by Amgen in connection with Ivory outside the Expansion Scope or disclosure by Amgen to a partner, GSK or licensee for use with respect to Ivory outside the Expansion Scope; (iii) to the extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting Patent, Copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to the persons and entities performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for Ivory, or otherwise required by an applicable governmental lawApplicable Law, rule or regulation or court order; provided, however, that if a Party is required by Applicable Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iv) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis in such efforts by support of the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy purposes of this Agreement with the U.S. Securities Agreement, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bv) to the extent and mutually agreed to by the persons and entities required by rules Parties. Neither Party will disclose Confidential Information of the National Association of Securities Dealers; (c) as necessary other Party to file its personnel or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to an Affiliate except to the extent that any such disclosure is necessary; (d) as required by personnel or Affiliate needs to know such information for the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsperformance of such Party’s activities hereunder.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED(i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, and (b) to the extent and such disclosure is reasonably necessary or useful in conducting Development, Manufacture, Commercialization or Medical Affairs Activities under this Agreement; (ii) to the persons extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent, Copyright and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Product, or otherwise required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that if a Party is required by Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and mutually agreed to by the persons and entities required by rules Parties. For purposes of the National Association clarity, in each case ((i) through (iv)), Novartis shall ensure that manufacturing technology related Confidential Information is not shared with any of Securities Dealers; its or its Affiliates’ personnel (c) as necessary to file or prosecute patent applicationswhether employees, prosecute or defend litigation consultants, Third Party contractors or otherwise establish rights and whether or enforce obligations under this Agreement, but only to not located within the extent that any such disclosure is necessary; United States): (di) as required by the Lilly License; [***]; and (eii) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applications[***].

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other 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 its rights granted or reserved in this Agreement (including, without limitation, the rights to Develop and Commercialize Licensed Compounds, Products, and/or Discontinued 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: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION ’s obligations hereunder; (aii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications (subject to the persons and entities Section 8.6 below), complying with applicable governmental regulations, obtaining Approvals, conducting clinical trials, marketing Products, or as otherwise required by an applicable governmental law, regulation, rule or regulation or court orderlegal process (including the rules of the SEC and any stock exchange); provided, however, that the if a Receiving Party or any of its Affiliates is required by law or regulation to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in such efforts by the other Party (communication with actual or potential lenders, arm’s-length financial investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy each case under confidentiality provisions no less restrictive than those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission Agreement; (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection comply with conducting clinical trials and obtaining authorizations for same; existing expressly stated contractual obligations owed to such Party’s or (f) to Regulatory Authorities in connection with Drug Approval Applications.

Authorized Disclosure. Notwithstanding any other provision of this AgreementExcept as expressly provided otherwise in the Transaction Agreements, each Party may use and disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONParties as follows: (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (A) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under the Transaction Agreements, and (B) to the extent and such disclosure is reasonably necessary or useful in conducting activities under the Joint Venture; (ii) to the persons and entities extent such disclosure is reasonably necessary in prosecuting or maintaining any patent or other Intellectual Property in accordance with the Transaction Agreements, (prosecuting or defending litigation related to the Transaction Agreements, complying with applicable governmental regulations with respect to performance under the Transaction Agreements (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), making any regulatory filings, otherwise obtaining marketing approvals or fulfilling post-marketing approval obligations for products that are the subject a Transaction Agreement, or otherwise required by an applicable governmental law, rule or regulation or court orderLegal Requirements; provided, however, that the if a Party is required by applicable Legal Requirements or court order to disclose make any such disclosure of another Party’s Confidential Information shall first have given prompt such Party will give reasonable advance notice to the such other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate and, in such efforts by each of the other Party foregoing, (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant but not to the Securities Act of 1933, as amended; extent inappropriate in the event case of any such filingprosecution and maintenance of patents), the Parties agree will use its reasonable efforts to cooperate and work together to request seek confidential treatment pursuant toof such Confidential Information required to be disclosed; (iii) in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to products that are the subject of the Transaction Agreements, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities under any Transaction Agreement, each on a need to know basis, and in accordance witheach case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above), the rules and regulations of the SEC); or (biv) to the extent and mutually agreed to by the Parties. In addition to the persons and entities required by foregoing, with respect to complying with the disclosure requirements of the SEC or similar regulatory bodies or the rules of the National Association an applicable public stock exchange, in connection with any required disclosure of Securities Dealers; (c) as necessary material information related to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only the Parties shall consult with one another concerning the information to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsbe disclosed where practicable.

Authorized Disclosure. Notwithstanding any other provision of Except as otherwise expressly provided in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the extent and to the persons and entities required by an applicable governmental law, rule performance of its obligations or regulation exercise of rights granted or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate reserved in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities (including to grant licenses and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant tosublicenses permitted hereunder, and in accordance withthe case of Amicus, to Develop, Manufacture and Commercialize Licensed Products and Compounds for use in the rules and regulations Amicus Territory and, in the case of [***] for [***]’s, outside the SECField); , (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, complying with the terms of licenses from Third Parties, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting preclinical or clinical trials, or marketing Licensed Products, or otherwise required by Law (including securities Laws), provided, however, that if a Party is required by Law to make any such disclosure of the other 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 persons and entities other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, use its reasonable efforts to secure confidential treatment of such Confidential Information required by rules of the National Association of Securities Dealers; to be disclosed, (c) as necessary in communication with investors, consultants, advisors or others on a need to file or prosecute patent applicationsknow basis, prosecute or defend litigation or otherwise establish rights or enforce obligations in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, but only (d) in the case of Amicus, to the extent that any such disclosure is necessary; (d) as required by necessary to comply with its obligations to provide progress reports to its licensors under the Lilly License; Existing In-Licenses, under appropriate confidentiality provisions, or (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) extent mutually agreed to Regulatory Authorities in connection with Drug Approval Applicationsby the Parties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSIONDisclosing Party as follows: (a) to the extent required to those of its Representatives who reasonably need to know such Confidential Information in order to advise or assist the Receiving Party in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement and to under appropriate written (or legal or ethical such as in the persons case of attorneys) confidentiality and entities non-use obligations no less protective of the Disclosing Party than those set forth in this Agreement; (b) as required by an applicable governmental law, rule or regulation or court orderLaw; provided, however, that the if a Receiving Party is required by Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts requirement, limit disclosure to only the Confidential Information requested to be disclosed and, if requested by the other Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; (c) in particularcommunication with existing or bona fide EXECUTION COPY CONFIDENTIAL 68 prospective investors, lenders, professional advisors, acquirers, merger partners, subcontractors, licensees, collaborators or Inbound Licensors on a need to know basis, in each case under appropriate written (or legal or ethical such as in the Parties acknowledge case of attorneys) confidentiality and non-use obligations substantially equivalent to those of this Agreement, except that Cubist and/or Chiron the term of such obligations may be shorter, and with respect to any disclosure to an Inbound Licensor under an Existing In-License Agreement, Neurocrine acknowledges that the relevant Inbound Licensor is obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with retain any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) information provided to it in confidence only as required pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations terms of the SEC); applicable Existing In-License Agreement; (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; Parties; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like a patent authority in connection with conducting clinical trials Prosecution and obtaining authorizations for sameMaintenance, Defense Proceedings and enforcement of Patent Rights in accordance with ARTICLE 10; or and (f) in the case of Neurocrine as Receiving Party, in Regulatory Filings for Products and, in each case under appropriate written confidentiality and non-use obligations substantially equivalent to Regulatory Authorities those of this Agreement, to Third-Party contractors in connection with Drug Approval Applicationsits Development, Manufacture and Commercialization of Collaboration Candidates and Products. The confidentiality and non- use obligations set forth under this Agreement shall survive the termination or expiration of this Agreement for a period of [**].

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary): (i) in connection with the performance of its obligations or as [***] in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent and such disclosure is [***] necessary or useful in conducting Clinical Trials under this Agreement; or (iii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the persons and entities extent such disclosure is to a Governmental Authority as [***] in filing or prosecuting Patent, copyright or trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, or Exicure Licensed Technology, Licensed SNAs or Licensed Products as provided under Article 9, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed SNAs or Licensed Products, or otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Law; provided, however, that if a Party is required by Applicable Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give [***] notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in each of the foregoing, will [***] secure confidential treatment of such Confidential Information required to be disclosed and shall reasonably cooperate will only disclose that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to file a copy those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-QAgreement, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bd) to the extent mutually agreed to by the Parties. The Parties agree to issue a mutually agreed joint press release [***] after [***], in the form set forth in Exhibit C; thereafter, Exicure and Ipsen may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party may submit this Agreement to the persons and entities SEC if required by rules Applicable Law, and if a Party does submit this Agreement to the SEC, such Party agrees to [***]. If a Party is required by Applicable Law to make a disclosure of the National Association terms of Securities Dealers; (c) as necessary to file this Agreement in a filing with or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only other submission to the extent SEC, and (x) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure [***], (y) such Party has [***] notified the other Party in writing of such requirement and any respective timing constraints, and (z) such Party has given the other Party [***] to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner [***] to be required by Applicable Law. Notwithstanding [***] - Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) because it is both (i) not material to investors and (ii) information that any the Company treats as private or confidential. anything to the contrary herein, it is hereby understood and agreed that if a Party seeks to make a disclosure to the SEC as set forth in this Section 12.2, and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure is necessary; (d) or its counsel, as required by the Lilly License; (e) case may be, will [***]. Each Party will have the right to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and issue additional press releases or to make public disclosures with the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsprior written agreement of the other Party.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other PartyDisclosing Party as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) under appropriate confidentiality provisions similar to those 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 Develop and Commercialize Licensed Products and to grant licenses and sublicenses hereunder); or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining Regulatory Approval, conducting non-clinical activities or clinical trials, preparing and submitting INDs or other filings to the persons and entities Regulatory Authorities, responding to inquiries from a Governmental Authority, or is otherwise required by an Law, the rules of a recognized stock exchange or automated quotation system applicable governmental law, rule or regulation or court orderto such Party; provided, however, that the if a Receiving Party desires to respond to an inquiry from a Governmental Authority or is required by Law to disclose make any such disclosure of a Disclosing Party’s Confidential Information shall first have given prompt it will, except where impracticable, give reasonable advance notice to the other Disclosing Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and shall reasonably cooperate in such efforts and, if requested by the other Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (c) in particularcommunication with existing or prospective investors, the Parties acknowledge that Cubist and/or Chiron may be obligated consultants, advisors, licensors, licensees, or collaborators or others on a need to file a copy know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (bd) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required in writing by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may disclose Confidential Information of the other PartyParty solely as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement to the extent such disclosure is reasonably necessary or useful in performing its obligations under this Agreement or in conducting Development, Manufacturing, regulatory activities or Commercialization of Product in the Field under this Agreement; (ii) as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with such Party’s rights under this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the persons and entities Product in accordance with this Agreement, or otherwise required by an applicable governmental law, rule or regulation or court orderApplicable Law; provided, however, that if a Party is required by Applicable Law or the Party required rules of any securities exchange or automated quotation system to disclose make any such disclosure of the other Party’s Confidential Information shall first have given prompt it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency) or not permitted, give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement and, in the case of each of the foregoing shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and shall reasonably cooperate accountants) on a need to know basis, in such efforts by each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; (iv) to its consultants, agents, actual and bona fide potential investors, lenders or other financing sources, acquirors, licensees, and Sublicensees (in each case, other than an Excluded Party unless the other Party (consents thereto in particularwriting) for the purpose of evaluating or carrying out an actual or potential investment, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Qloan, annual report on Form 10-K financing, acquisition, license, or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant collaboration, in each case to the Securities Act extent reasonably necessary for the purpose and provided that such disclosure is covered by terms of 1933confidentiality and non-use that are materially consistent with those set forth herein (but this clause (iv) shall not apply to Compound Manufacturing Data or Product Manufacturing Data, as amendedor Compound-Specific Data or Oral Delivery Data except for Permitted Confidential Disclosures); in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); or (bv) to the extent and mutually agreed to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; (d) as required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval ApplicationsParties.

Authorized Disclosure. Notwithstanding any other provision of Except as expressly provided otherwise in this Agreement, each Party may disclose Confidential Information of the other PartyParty as follows: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, to its employees and officers, Affiliates, any employee, officer or contractor of its Affiliates, or in the case of CSL only, to permitted Third Party contractors or Permitted Sublicensees or proposed Third Party contractors or sub-licensees; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and to the persons and entities trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval or fulfilling post-approval regulatory obligations, or otherwise required by an applicable governmental lawLaw, rule or regulation or court order; provided, however, that if a Party is required by Law to make any such disclosure of the Party required to disclose other Party’s Confidential Information shall first have given prompt it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party hereto to enable it to seek any available exemptions from or limitations on of such disclosure requirement (and shall reasonably cooperate in such efforts by otherwise promptly notify the other Party of disclosure) and, except to the extent inappropriate (for example, in particularthe case of patent applications), will use its commercially reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and co-operate with the Parties acknowledge that Cubist and/or Chiron may be obligated other Part regarding same; (iii) in communication with advisors (including lawyers and accountants) on a need to file a copy know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K Agreement; or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC); (biv) to the extent and mutually agreed to by the persons and entities required by rules Parties; (v) each Party may disclose the terms of the National Association of Securities Dealers; (c) as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, but only Agreement to the extent that any such disclosure is necessary; necessary to comply with the terms of agreements with Third Parties existing as of the Effective Date under appropriate confidentiality provisions substantially equivalent to those in this Agreement; (dvi) CSL may disclose the BioCryst Intellectual Property Rights and BioCryst Confidential Information as required by the Lilly License; (e) to investigatorsit deems necessary or useful, institutionsat all times acting reasonably and in good faith, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials its making, use, sale, importation, Development, manufacture or Commercialization of Licensed Products. Notwithstanding the foregoing and obtaining authorizations for same; or (f) the avoidance of doubt, CSL acknowledges and agrees that BioCryst may disclose to a Regulatory Authorities in connection with Drug Approval ApplicationsAuthority all Data received from CSL and BioCryst acknowledges and agrees that CSL may disclose to a Regulatory Authority all Data received from BioCryst.

Authorized Disclosure. Notwithstanding any other provision of this Agreementthe obligations set forth in Section 12.1, each a Party may disclose Confidential Information of the other Party: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION’s Confidential Information and the terms of this Agreement to the extent: (a) to the extent and to the persons and entities required by an applicable governmental law, rule or regulation or court order; provided, however, that the Party required to disclose Confidential Information shall first have given prompt notice to the other Party hereto to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall is reasonably cooperate in such efforts by necessary (i) for the other Party filing or prosecuting of Patent rights as contemplated herein; (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated ii) to file a copy of this Agreement comply with the U.S. Securities requirements of Regulatory Authorities with respect to obtaining and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K maintaining Regulatory Approval of Licensed Product; or current report on Form 8-K (iii) for the prosecuting or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, defending litigation as amended; in the event of any such filing, the Parties agree to cooperate and work together to request confidential treatment pursuant to, and in accordance with, the rules and regulations of the SEC)contemplated herein; (b) such disclosure is reasonably necessary to its or its Affiliate’s employees, agents, consultants, contractors, licensees or sublicensees on a need-to-know basis for the extent and to sole purpose of performing its obligations or exercising its rights hereunder; provided that in each case, the persons and entities required disclosees are bound by rules written obligations of the National Association of Securities Dealersconfidentiality consistent with those contained in this Agreement; (c) as such disclosure is reasonably necessary to file any bona fide potential or prosecute patent applicationsactual investor, prosecute acquiror, merger partner, or defend litigation other financial or otherwise establish rights commercial partner for the sole purpose of evaluating or enforce obligations under this Agreementcarrying out an actual or potential investment, but only acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or (d) such disclosure is reasonably necessary to comply with Applicable Laws, including regulations or rules promulgated by applicable securities commissions (or other securities regulatory authorities), security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 12.2(a) or 12.2(d), such Party shall promptly notify the other Party of such required disclosure, to the extent that any such disclosure it is necessary; (d) as legally authorized or permitted to so, and shall use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required by the Lilly License; (e) to investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with conducting clinical trials and obtaining authorizations for same; or (f) to Regulatory Authorities in connection with Drug Approval Applicationsdisclosure.