Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving Notwithstanding the obligations set forth in Sections 9.1 and 9.4, a Party may disclose the other Party’s Confidential Information belonging and the terms of this Agreement to the Disclosing extent: (a) such disclosure: (i) is reasonably necessary for filing or prosecuting Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with [*] or [*], or [*], is reasonably necessary for the [*]; (iii) is reasonably necessary for prosecuting or defending litigation as contemplated by this Agreement; or (iv) is made to any Third Party bound by written obligation of confidentiality and non-use similar to those set forth under this Article 9, to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder; (and only to the extentb) such disclosure is reasonably necessary in the following instances: necessary: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving such Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employeesattorneys, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers independent accountants or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective financial advisors for the sole purpose of enabling such directors, employeesattorneys, contractors and agentsindependent accountants or financial advisors to provide advice to the receiving Party, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii)in each such case on the condition that such directors, where reasonably possibleattorneys, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, independent accountants and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be financial advisors are bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as obligations substantially consistent with those contained in this Section 7 Agreement; provided, however, that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors shall be no less than [*] from the date of disclosure; or (other than investment bankersii) to actual or potential investors, investors and lenders, who must financing sources, investment bankers and/or acquirors solely for the purpose of evaluating an actual or potential investment, financing or acquisition; provided that in each such case on the condition that such actual or potential investors, lenders, financing sources, investment bankers and/or acquirers are bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; provided, however, that the term of confidentiality for such investors, lenders, financing sources, investment bankers and/or acquirors shall be bound prior to no less than [*] from the date of disclosure; or (c) such disclosure is required by commercially reasonable obligations of confidentiality). In addition judicial or administrative process, provided that in such event, to the foregoingextent permitted, Aegerion such Party shall promptly inform the other Party of such required disclosure and its Affiliates provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and Sublicensees may make non-use provisions of this Article 8, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Receiving Subject to this Section 8.3, the recipient Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) permitted as follows: 8.3.1 such disclosure is reasonably deemed necessary in by counsel to the following instances: (i) subject recipient Party to Section 7.2, by either Party in order be disclosed to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving such Party’s counselattorneys, independent accountants or financial advisors for the sole purpose of enabling such disclosure is necessary for such compliance; (ii) by either attorneys, independent accountants or financial advisors to provide advice to the receiving Party, in connection with prosecuting or defending litigationon the condition that such attorneys, making regulatory filings, independent accountants and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be financial advisors are bound prior to disclosure by confidentiality and non-use restrictions at least obligations consistent with the confidentiality provisions of this Agreement as restrictive LICENSE AGREEMENT they apply to the recipient Party; 8.3.2 disclosure by either Party or its Affiliates to governmental or other regulatory agencies in order to obtain and maintain patents consistent with Article 7 or disclosure by Lilly or a Lilly Affiliate or sublicensee to gain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Authorization or to otherwise develop, manufacture and market Products, but such disclosure may be only to the extent reasonably necessary to obtain and maintain patents or authorizations; 8.3.3 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations; or 8.3.4 If the recipient Party is required by judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Article 8, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as those contained in permitted by this Section 7 (8.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 8, and the Party disclosing Confidential Information as permitted by this Section 8.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other than investment bankersParty, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality)such Confidential Information. In addition to Notwithstanding the foregoing, Aegerion Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms of this Agreement), without providing advance notice, to the extent such disclosure is required by Governmental Authorities (including tax and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businesssecurities authorities) or Applicable Law.

Authorized Disclosures. The Receiving Notwithstanding the obligations set forth in Section 10.1, a Party may disclose the other Party’s Confidential Information belonging to (including this Agreement and the Disclosing Party terms herein) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) (i) the Patent Prosecution of NVCR Patents as contemplated by this Agreement; (ii) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Development, manufacturing or Commercialization of a Licensed Product (solely in the Territory in accordance with this Agreement, with respect to disclosures by Zai); or (iii) subject to Section 7.210.5, complying with Applicable Laws, including regulations promulgated by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such complianceexchanges; (iib) by either Partydisclosure of this Agreement, in connection with prosecuting its terms and the status and results of Development or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, Commercialization activities to its Affiliates, actual or bona fide potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lendersacquirors, (sub)licensees, lenders and their and each other financial or commercial partners solely for the purpose of Aegerion and its Affiliates’ respective directorsevaluating or carrying out an actual or potential investment, employeesacquisition, contractors and agents(sub)license, debt transaction or collaboration; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in each such case on the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making condition that such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be Persons are bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained obligations consistent with this Agreement or customary for such type and scope of disclosure; (c) such disclosure is required by judicial or administrative process (including in filings with Governmental Authorities), provided that in such event such Party shall, to the extent practical and legally permissible, promptly notify the other Party in writing of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 10, and the Party disclosing Confidential Information pursuant to Applicable Laws or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information; or (d) disclosure pursuant to Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality)10.5. In addition to Notwithstanding the foregoing, Aegerion in the event a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to clause (ii) or (iii) of Section 10.3(a), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and its Affiliates and Sublicensees may make use reasonable efforts to secure confidential treatment of such disclosures information. In any event, each Party agrees to take all reasonable action to avoid disclosure of Bayer Know-How specifically concerning Confidential Information of the Licensed Compound and its use as any of them may deem reasonably necessary for their businessother Party hereunder.

Authorized Disclosures. The Receiving In addition to disclosures allowed under Section 12.2, Section 12.6, or Article 17 and those mutually agreed to by the Parties in writing, solely to the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the Recipient Party and Permitted Recipients may disclose Confidential Information belonging to of the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) in connection with Prosecution and Maintenance of Patent Rights as permitted by this Agreement; (b) in connection with Regulatory Filings for Licensed Products made pursuant to this Agreement; (c) prosecuting or defending litigation as permitted by this Agreement; (d) subject to Section 7.2Sections 12.4 and 12.5, by either Party in order to comply complying with applicable non-patent law Applicable Laws (including any securities law or regulation or the rules and regulations of a the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (ive) by Bayer to its Affiliatesthe Recipient Party’s: (i) officers, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lendersdirectors, and their employees; (ii) sublicensees; and Bayer and its Affiliates’ respective directors, employees(iii) agents, contractors (including consultants and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(iiclinical investigators), where advisers, and other Third Parties, in the case of each of clauses (i)-(iii), solely to the extent reasonably possiblenecessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, that in the case of disclosures to Persons set forth in clauses (ii) and (iii), such Persons are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 12 (each a “Permitted Recipient”); provided, further, that the Recipient Party shall remain responsible for any failure by any Permitted Recipient who receives Confidential Information pursuant to this Article 12 to treat such Confidential Information as required under this Article 12. If and whenever any Confidential Information is disclosed in accordance with this Section 12.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Sections 12.4 and 12.5, the Receiving Recipient Party shall shall, or cause its Permitted Recipients, if applicable, to notify the Disclosing Party of the Receiving Recipient Party’s or its Permitted Recipient’s, as applicable, intent to make any such disclosure pursuant thereto to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. paragraphs (c) or (d) of this Section 12.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessinformation.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.28.2 (including the exceptions provided therein), by either Party in order to comply with applicable non-patent law Law (including any securities law Laws or regulation or the rules of a securities exchange) and or with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancea legal or administrative proceeding; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Prosecuting Aerpio Core Patent Rights in accordance with Section 6)7; (iii) by AegerionLicensee, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators11.1, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion Licensee’s and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer Aerpio to its Affiliates, permitted acquirers or assignees under Section 10.111.1, subcontractors, investment bankers, investorsinvestors (including royalty purchasers), lenders, and their and Bayer each of Aerpio’s and its Affiliates’ respective directors, employees, contractors and agents, provided that (1A) with respect to Section 7.1(c)(i8.1(c)(i) or 7.1(c)(ii8.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2B) with respect to Sections 7.1(c)(iii8.1(c)(iii) and 7.1(c)(iv8.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 8 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition Further, with respect to Section 8.1(c)(i), in the event either Party intends to make a disclosure pursuant thereto, the other Party will have a reasonable time period to review and comment on the proposed disclosure or filing that relates to this Agreement (including the right to request redaction of material terms to the foregoingextent permitted by any applicable Law), Aegerion and its Affiliates and Sublicensees may the Party intending to make such disclosures of Bayer Know-How specifically concerning disclosure will consider in good faith any reasonable comments thereon provided by the Licensed Compound and its use as any of them may deem reasonably necessary for their businessother Party.

Authorized Disclosures. The Receiving In addition to disclosures allowed under Section 8.3, each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: : (i) subject filing or prosecuting Patent Rights as permitted by this Agreement; (ii) regulatory filings for Licensed Program Products such Party has a license or right to Section 7.2, develop hereunder; (iii) prosecuting or defending litigation as permitted by either Party in order to comply this Agreement; (iv) complying with applicable non-patent law court orders or governmental regulations; and (including v) disclosure to consultants, investors, bankers, lawyers, accountants, agents or other Third Parties in connection with due diligence or similar investigations by such Third Parties, provided, in each case, that any securities law such consultant, investor, banker, lawyer, accountant, agent or regulation or Third Party is bound to maintain the rules of a securities exchange) and with judicial process, if in the reasonable opinion confidentiality of the Receiving PartyConfidential Information in a manner consistent with the confidentiality provisions of this Agreement. Subject to Sublicensee’s counselconsent, which consent shall not be unreasonably withheld or delayed, SLX may also disclose Confidential Information belonging to Sublicensee to the extent such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party provisions of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosedMerger Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv)WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.26.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6)patents; (iii) by AegerionXxxxx, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.19.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion Xxxxx and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer Northern to its Affiliates, permitted acquirers or assignees under Section 10.19.1, investment bankers, investors, lenders, and their and Bayer Northern and its Affiliates’ respective directors, employees, contractors and agents, CONFIDENTIAL EXECUTION COPY LICENSE AGREEMENT provided that (1) with respect to Section 7.1(c)(i6.1(c)(i) or 7.1(c)(ii6.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii6.1(c)(iii) and 7.1(c)(iv6.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 6 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion Xxxxx and its Affiliates and Sublicensees may make such disclosures of Bayer Northern Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving Party Notwithstanding the obligations set forth in Section 9.2, the Recipient may disclose Confidential Proprietary Information belonging to of the Disclosing Party Discloser and the terms of this Agreement to the extent (and only to the extent) such disclosure both (i) otherwise permitted under the Head License Agreement and (ii) is reasonably necessary in the following instances: (ia) subject to Section 7.2, filing or prosecuting of patents as permitted by either Party and in order to comply accordance with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancethis Agreement; (iib) by either Party, enforcing the Recipient’s rights under this Agreement or performing the Recipient’s obligations under this Agreement; (c) in connection Regulatory Filings for Licensed Products that such Party has the right to file under and in accordance with the terms of this Agreement; (d) prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6)litigation as permitted by this Agreement; (iiie) by Aegerionto the Recipient’s directors, to its Affiliates, actual or potential and future collaborators (including Sublicensees)permitted sublicensees, permitted acquirers commercial partners, independent contractors, consultants, attorneys, independent accountants or assignees financial advisors who, in each case, have a need to know such Proprietary Information in order for the Recipient to exercise its rights or fulfill its obligations under Section 10.1this Agreement, research collaboratorsprovided, subcontractorsin each case, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information Person agrees to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each bound by terms of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions (or, in the case of the Recipient’s attorneys and independent accountants, such Person is obligated by applicable professional or ethical obligations) at least as restrictive LICENSE AGREEMENT as those set forth in this Article IX; (f) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors (and attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by terms of confidentiality and non-use (or, in the case of the Recipient’s attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Section 7 Agreement (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition except to the foregoingextent that a shorter confidentiality period is customary in the industry); and (g) such disclosure is required by court order, Aegerion judicial or administrative process or Applicable Law, provided that in such event the Recipient shall promptly inform the Discloser of such required disclosure and its Affiliates provide the Discloser an opportunity to challenge or limit the disclosure obligations. Proprietary Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to the confidentiality and Sublicensees may make non-use provisions of this IX, and the Recipient shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessProprietary Information.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.210.2, by either Party in order to comply with applicable non-patent law Laws (including any securities law or regulation or the rules of a securities exchange, including, without limitation, the U.S. Securities and Exchange Commission) and or with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancea legal or administrative proceeding; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer 3SBio Patent Rights in accordance with Section 69); (iii) by AegerionSelecta or its Affiliates, to its Affiliates, ; potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, [***] 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. investors, lenders, permitted acquirers or assignees under Section 13.1; and their and each of Aegerion Selecta and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer 3SBio to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, permitted acquirers or assignees under Section 13.1, and their and Bayer 3SBio and its Affiliates’ respective directors, employees, contractors and agents, ; provided that (1A) with respect to Section 7.1(c)(i10.1(c)(i) or 7.1(c)(ii10.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2B) with respect to Sections 7.1(c)(iii10.1(c)(iii) and 7.1(c)(iv10.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 10 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion Selecta and its Affiliates and Sublicensees may make such disclosures of Bayer 3SBio Know-How specifically concerning the any Licensed Compound or Product and its use as any of them may deem reasonably necessary for their businessrespective businesses. Further, with respect to Section 10.1(c)(i), in the event either Party intends to make a disclosure pursuant thereto, the other Party will have a reasonable time period to review and comment on the proposed disclosure or filing that relates to this Agreement (including the right to request redaction of material terms to the extent permitted by any applicable Laws), and the Party intending to make such disclosure will consider in good faith any reasonable comments thereon provided by the other Party.

Authorized Disclosures. The Receiving Notwithstanding the foregoing provisions of Section 10.1: 10.2.1 Either Party may disclose Confidential Information belonging of the other Party if such Party is required to make such disclosure by Applicable Law, including by the Disclosing rules or regulations of any tax authority, the United States Securities and Exchange Commission, or any other similar regulatory agencies in a country other than the United States or of any stock exchange or other securities trading institution, in which event such Party shall provide prior Notice of such intended disclosure to such other Party if reasonably practicable under the circumstances and shall (a) disclose only such Confidential Information of such other Party as is required to be disclosed and (b) use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed. 10.2.2 The Parties expressly agree that each Party may submit Confidential Information of the other Party to any Regulatory Agency to the extent necessary for obtaining such Party’s Product marketing approvals in the Field. 10.2.3 Either Party may disclose this Agreement (which shall be redacted as necessary to protect Confidential Information and only other commercially sensitive information unrelated to the extentNextCure Targets, NextCure Compounds, NextCure Products, Lilly Targets, Lilly Compounds and Lilly Products) to non-strategic (i.e., financial) investors, any bona fide potential or actual investor, investment banker, acquirer, merger partner, or other potential or actual financial partner, in each case, other than any investors or financial partners (including any affiliates thereof) that are strategic in nature; provided that each such Third Party agrees to be bound by similar terms of confidentiality and non-use at least equivalent in scope to and no less restrictive than those set forth in this Article 10 prior to any disclosure (provided that such terms shall not include the provisions of Section 10.4); provided, further, that (a) NextCure may disclose the identity of any NextCure Targets, NextCure Compounds or NextCure Products, (b) Lilly may disclose the identity of any Lilly Targets, Lilly Compounds or Lilly Products and (c) neither Party may disclose the identity of or any information related to any Oncology Targets that are actively being pursued as indicated on the Oncology Target List, in each case ((a) through (c)), to any such Third Party. 10.2.4 Each Party may disclose or use the other Party’s Confidential Information to the extent such disclosure is reasonably necessary or useful in the following instances: (ia) subject filing or prosecuting Patent Rights in accordance with Article 8; provided that reasonable steps are taken to Section 7.2ensure confidential treatment of such Confidential Information; (b) prosecuting or defending litigation if, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving receiving Party’s counsel, such disclosure is necessary for such complianceprosecution or defense; (iic) by either Party, in connection complying with prosecuting or defending litigation, making regulatory filings, applicable tax laws and filing, prosecuting and enforcing patent applications and patents regulations (including Bayer Patent Rights in accordance with Section 6to Third Party auditors); (iiid) by Aegerion, conducting pre-clinical or clinical trials of such Party’s Products in accordance with the terms and conditions of this Agreement; provided that reasonable steps are taken to its ensure confidential treatment of such Confidential Information (if available); or (e) disclosure to Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directorssublicensees, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employeesconsultants, contractors or agents in connection with the performance of this Agreement and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party who are bound by similar terms of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as equivalent in scope to and no less restrictive LICENSE AGREEMENT as than those contained set forth in this Section 7 (other than investment bankers, investors and lenders, who must be bound Article 10 prior to any disclosure or who are bound by commercially reasonable professional obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving In addition to disclosures allowed under Section 12.2, Section 12.6, or Article 17 and those mutually agreed to by the Parties in writing, solely to the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the Recipient Party and Permitted Recipients may disclose Confidential Information belonging to of the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) in connection with Prosecution and Maintenance of Patent Rights as permitted by this Agreement; (b) in connection with Regulatory Filings for Licensed Products made pursuant to this Agreement; (c) prosecuting or defending litigation as permitted by this Agreement; (d) subject to Section 7.2Sections 12.4 and 12.5, by either Party in order to comply complying with applicable non-patent law Applicable Laws (including any securities law or regulation or the rules and regulations of a the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (ive) by Bayer to its Affiliatesthe Recipient Party’s: (i) officers, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lendersdirectors, and their employees; (ii) sublicensees; and Bayer and its Affiliates’ respective directors, employees(iii) agents, contractors (including consultants and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(iiclinical investigators), where advisers, and other Third Parties, in the case of each of clauses (i)-(iii), solely to the extent reasonably possiblenecessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, that in the case of disclosures to Persons set forth in clauses (ii) and (iii), such Persons are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 12 (each a “Permitted Recipient”); provided, further, that the Recipient Party shall remain responsible for any failure by any Permitted Recipient who receives Confidential Information pursuant to this Article 12 to treat such Confidential Information as required under this Article 12. If and whenever any Confidential Information is disclosed in accordance with this Section 12.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Sections 12.4 and 12.5, the Receiving Recipient Party shall shall, or cause its Permitted Recipients, if applicable, to notify the Disclosing Party of the Receiving Recipient Party’s or its Permitted Recipient’s, as applicable, intent to make any such disclosure pursuant thereto to paragraphs (c) or (d) of this Section 12.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessinformation.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.212.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting prosecuting, maintain, defending and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6)Patents; (iii) by AegerionAstraZeneca, to its Affiliates, potential and future collaborators (including or actual permitted Sublicensees), permitted acquirers or assignees under Section 10.115.1, research collaborators, permitted subcontractors, investment bankers, investors, lenders, and their and each of Aegerion AstraZeneca and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer BIND, to its Affiliates, potential or actual permitted acquirers or assignees under Section 10.115.1, collaborators and other licensees, permitted subcontractors, investment bankers, investors, lenders, and their and Bayer each of BIND and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i12.1(c)(i) or 7.1(c)(ii12.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii12.1(c)(iii) and 7.1(c)(iv12.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 12 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.212.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigationlitigation as permitted by this Agreement, making regulatory filings, and filing, prosecuting prosecuting, maintain, defending and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6)Patents as permitted by this Agreement; (iii) by AegerionPfizer, with respect to all BIND Confidential Information, to its Affiliates, potential and future collaborators (including or actual permitted Sublicensees), potential or actual permitted acquirers or assignees under Section 10.115.1, research collaborators, permitted subcontractors, investment bankers, investors, lenders, and their and each of Aegerion Pfizer and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer BIND, (A) with respect to all Pfizer Confidential Information, to its Affiliates, potential or actual permitted acquirers or assignees under Section 10.115.1, investment bankers, investors, lenderspermitted subcontractors, and their and Bayer each of BIND and its Affiliates’ respective directors, employees, contractors and agents; (B) with respect to the terms of this Agreement, to its investment bankers, investors, and lenders; and (C) with respect to Accurin™ Class Specific Data, to its collaborators and other (sub)licensees, provided that (1) with respect to Section 7.1(c)(i12.1(c)(i) or 7.1(c)(ii(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii12.1(c)(iii) and 7.1(c)(iv(iii), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.213.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance;; Amgen Contract No.: 2013579490 30 EXECUTION COPY (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting prosecuting, maintain, defending and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6)Patents; (iii) by AegerionAmgen, (A) with respect to all BIND Confidential Information, to its Affiliates, potential and future collaborators (including or actual permitted Sublicensees), potential or actual permitted acquirers or assignees under Section 10.116.1, research collaborators, permitted subcontractors, investment bankers, investors, lenders, and their and each of Aegerion Amgen and its Affiliates’ respective directors, employees, contractors and agents; and (B) with respect to the terms of this Agreement, to its investment bankers, investors, and lenders; and (iv) by Bayer BIND, (A) with respect to all Amgen Confidential Information, to its Affiliates, potential or actual permitted acquirers or assignees under Section 10.116.1, investment bankers, investors, lenderspermitted subcontractors, and their and Bayer each of BIND and its Affiliates’ respective directors, employees, contractors and agents; (B) with respect to the terms of this Agreement, to its investment bankers, investors, and lenders; and (C) with respect to Accurin™ Class Specific Data, to its collaborators and other (sub)licensees, provided that (1) with respect to Section 7.1(c)(i13.1(c)(i) or 7.1(c)(ii13.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii13.1(c)(iii) and 7.1(c)(iv13.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 10 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving Party (a) In addition to disclosures allowed under Section 9.1 and 9.2, Novartis may disclose Confidential Information belonging to the Disclosing Party Licensor or its Affiliates to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: : (i) subject to Section 7.2, filing or prosecuting and maintaining Patent Rights as permitted by either Party this Agreement; (ii) in order to comply connection with Regulatory Filings for Products; (iii) prosecuting or defending litigation as permitted by this Agreement; (iv) complying with applicable non-patent law court orders or governmental regulations; or (including any securities law or regulation or v) to the rules of a securities exchange) extent otherwise necessary in connection with exercising the license and with judicial processother rights granted to it hereunder. In addition to disclosures allowed under Section 9.1 and 9.2, if in Licensor may disclose Confidential Information to the reasonable opinion of the Receiving Party’s counsel, extent such disclosure is necessary for such compliance; in the following instances: (i) filing or prosecuting and maintaining Patent Rights as permitted by this Agreement; or (ii) prosecuting or defending litigation as permitted by either Partythis Agreement. (b) In addition, Novartis and its Affiliates and their respective sublicensees may disclose Confidential Information of Licensor or its Affiliates to Third Parties as may be necessary or reasonably useful in connection with prosecuting the Development, manufacture, preparation, use or defending litigationCommercialization of the Licensed Compounds or Product(s) as contemplated by this Agreement, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance connection with Section 6);subcontracting transactions. (iiic) by AegerionIn addition, each party may disclose Confidential Information of the other Party to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers actual or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, bona fide prospective investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lendersadvisors, and their and Bayer and its Affiliates’ respective directorsacquirors, employeesprovided, contractors and agents, provided that in each such case (1x) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be recipients are bound prior to disclosure by confidentiality and non-use restrictions obligations at least as restrictive LICENSE AGREEMENT as those contained in the Agreement and (y) the term of confidentiality for recipients may be shorter than the period set forth in this Agreement as long as it is no less than [***]; provided, further, that, solely in the case of any disclosure by a Party pursuant to this Section 7 9.3(c) to an actual or potential Pharma Investor, (other than investment bankers1) except for the Permitted Categories of Information, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make all such disclosures of Bayer KnowConfidential Information of the other Party will be provided to advisors of such Pharma Investor (e.g., outside legal counsel or scientific advisors) bound by 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION confidentiality and non-How specifically concerning use obligations in accordance with the Licensed Compound previous proviso and its use as not directly to employees of such Pharma Investor, (2) to the extent any advisor of such Pharma Investor receives Confidential Information of Novartis or any of them its Affiliates that is not also disclosed directly to such Pharma Investor in accordance with the terms of this Agreement, such advisor will be entitled to provide the Pharma Investor only a qualitative assessment of such Confidential Information reviewed, which may deem include (i) a recommendation as to whether to participate as an investor or lender or (ii) statements confirming that the applicable Confidential Information of Novartis or its Affiliates reviewed by such advisor provides a reasonable basis for Licensor’s prior public disclosures made in accordance with this Agreement, but in no event shall such advisor be authorized to disclose to the Pharma Investor any Confidential Information of Novartis or its Affiliates that is not otherwise provided directly to the Pharma Investor in accordance with the terms of this Agreement, and (3) Licensor will use Commercially Reasonable Efforts to provide Novartis, prior to or contemporaneously with such disclosure, written notice that a disclosure will be or is being made in accordance with this Section 9.3(c) provided that such notice will not be required to identify the Pharma Investor. The “Permitted Categories” of Information shall comprise: (A) the terms of this Agreement, (B) the status of Development of Products, including the initiation and completion of each Clinical Trial of a Product, (C) anticipated timing for achievement of any Milestone Event and (D) summary financial information. (d) In the event the Recipient Party is required to disclose Confidential Information of the Disclosing Party by Law or in connection with bona fide legal process, such disclosure shall not be a breach of this Agreement; provided, that the Recipient Party: (i) informs the Disclosing Party as soon as reasonably necessary for their businesspracticable of the required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the Disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging In addition to the Disclosing Party disclosures allowed under Section 14.2, to the extent (and only to the extent) such disclosure that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the recipient Party may disclose Confidential Information belonging to the disclosing Party in the following instances: (ia) filing or prosecuting Patent Rights as permitted by this Agreement; (b) in connection with Regulatory Filings for Products made pursuant to this Agreement; (c) prosecuting or defending litigation as permitted by this Agreement; (d) subject to Section 7.2Sections 14.4 and 14.5, by either Party in order to comply complying with applicable non-patent law governmental laws and regulations (including any securities law or regulation or including, without limitation, the rules and regulations of a the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving recipient Party’s counsel, such disclosure is necessary for such compliance;; and (iie) by either Partydisclosure, in connection with prosecuting the performance of this Agreement and solely on a need-to-know basis, to: Affiliates; potential sublicensees; or defending litigationemployees, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents independent contractors (including Bayer Patent Rights without limitation consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 14; provided, however, that the recipient Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 14 to treat such Confidential Information as required under this Section 14. (f) If and whenever any Confidential Information is disclosed in accordance with this Section 614.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement); (iii) by Aegerion, . Where reasonably possible and subject to its Affiliates, potential Sections 14.4 and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible14.5, the Receiving recipient Party shall notify the Disclosing disclosing Party of the Receiving recipient Party’s intent to make any such disclosure pursuant thereto to paragraphs (a) through (d) of this Section 14.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessinformation.

Authorized Disclosures. The Receiving Subject to this Section 8.3, the recipient Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) permitted as follows: 8.3.1 such disclosure is reasonably deemed necessary in by counsel to the following instances: (i) subject recipient Party to Section 7.2, by either Party in order be disclosed to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving such Party’s counselattorneys, independent accountants or financial advisors for the sole purpose of enabling such disclosure is necessary for such compliance; (ii) by either attorneys, independent accountants or financial advisors to provide advice to the receiving Party, in connection with prosecuting or defending litigationon the condition that such attorneys, making regulatory filings, independent accountants and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be financial advisors are bound prior to disclosure by confidentiality and non-use restrictions at least obligations consistent with the confidentiality provisions of this Agreement as restrictive LICENSE AGREEMENT as they apply to the recipient Party; 8.3.2 disclosure by either Party or its Affiliates to governmental or other regulatory agencies in order to obtain and maintain patents consistent with Article 7 or disclosure by Celgene or a Celgene Affiliate or sublicensee to gain or maintain approval to conduct Clinical Trials for a Product, to obtain and maintain Marketing Authorization or to otherwise develop, manufacture and market Products, but such disclosure may be only to the extent reasonably necessary to obtain and maintain patents or authorizations; 8.3.3 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations or Applicable Laws (e.g. securities regulations or filings, particularly those relating to public companies); or 8.3.4 disclosure to potential or actual investors or potential or actual acquirers in connection with due diligence or similar investigations by such Third Parties; provided, in each case, that any such potential or actual investor or acquirer agrees to be bound by confidentiality and non-use obligations consistent with those contained in this Section 7 Agreement as they apply to the recipient Party. Notwithstanding the preceding, Zymeworks may not so disclose to investors or prospective acquirers the Collaboration Sequence Pairs or other data generated by Celgene with respect to any Collaboration Sequence Pair, Antibody or Product and disclosed to Zymeworks hereunder without Celgene’s prior written permission, except Zymeworks may disclose the Targets that Collaboration Sequence Pairs are Directed to (other than investment bankers, investors and lenders, who must but not the Collaboration Sequence Pairs themselves) to a potential or actual acquirer only: (a) if the potential or actual acquirer agrees to be bound prior by confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to disclosure Zymeworks and (b) as part of a late-stage diligence process in connection with the negotiation of a definitive agreement for the acquisition by commercially reasonable obligations the acquirer of confidentiality)Zymeworks, after a term sheet has been agreed to and the Board of Directors of Zymeworks has approved such terms for the acquisition by the potential acquirer of Zymeworks. In addition If the recipient Party is required by judicial or administrative process to disclose Confidential Information that is subject to the foregoingnon-disclosure provisions of this Article 8, Aegerion such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as permitted by this Section 8.3 shall remain otherwise subject to the confidentiality and its Affiliates non-use provisions of this Article 8, and Sublicensees may make the Party disclosing Confidential Information as permitted by this Section 8.3 shall take all steps reasonably necessary, including obtaining an order of confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.210.2, by either Party party in order to comply with applicable non-patent Patent law (including any securities law or regulation or the rules of any securities exchange, including as a result of the Receiving Party electing to issue securities or list on such exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is reasonably necessary for such compliance; (ii) by either Partyparty, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting prosecuting, maintaining, defending and enforcing patent applications and patents Patents (including Bayer Patent Rights Exclusive Patents in accordance with Section 67); (iii) by AegerionMerck, to its Affiliates, and to potential and future collaborators (including or actual permitted Sublicensees), permitted acquirers or assignees under Section 10.113.9, research collaborators, permitted subcontractors, investment bankers, investors, lenders, and in each case their and each of Aegerion Merck and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer Ra, to its Affiliates, and to potential or actual permitted (1) acquirers or assignees under Section 10.113.9, (2) collaborators and other (sub)licensees, (3) permitted subcontractors, (4) investment bankers, investors, lenders, and in each case their and Bayer each of Ra and its Affiliates’ respective directors, employees, contractors and agents, ; provided that (1x) with respect to Section 7.1(c)(i10.1(c)(i) or 7.1(c)(ii10.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2y) with respect to Sections 7.1(c)(iii10.1(c)(iii) and 7.1(c)(iv10.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 10 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving (a) In addition to disclosures allowed under Sections 10.1 and 10.2, and except as set forth in Section 2.5, either Party may disclose Confidential Information belonging to the Disclosing other Party or its Affiliates to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: : (i) subject to Section 7.2, filing or prosecuting Patent Rights as permitted by either Party this Agreement; (ii) in order to comply connection with applicable non-patent law Regulatory Filings for Products; (including any securities law iii) prosecuting or regulation defending litigation as permitted by this Agreement; (iv) complying with Applicable Law or the rules inquiries of Regulatory Authorities; (v) to a securities exchangebona fide potential acquirer, investor, collaborator, partner, sublicensee under reasonable and customary written confidentiality obligations; or (vi) otherwise to the extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to or performing the obligations imposed on such Party hereunder. Notwithstanding anything in this Agreement to the contrary, each Party will be entitled to disclose, without the consent of or any notification to the other Party, any pharmacovigilance information originating from itself, its Affiliates, and the other Party to Regulatory Authorities, investigators, ethical committees and internal review boards, and any other Third Parties that have a need to know such information according to each Party’s Risk Management and Adverse Event Reporting requirements. (b) Novartis will be entitled to publish with judicial processrespect to research and Development of any Antibody or Product with Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Company acknowledges that certain Third Parties (e.g., academic institutions that have received an Antibody from Novartis) may have the right to publish information relating to Antibodies or Products, and any such disclosure will not be deemed to be a breach of Novartis’ obligations of confidentiality, provided that Novartis provides notice of such publication to Company and seeks the Company’s prior written consent to such publication (such consent not to be unreasonably withheld, conditioned or delayed), in each case, to the extent Novartis or any of its Affiliates has notice or consent rights with respect to such publication by such Third Party. (c) Company will be entitled to publish with respect to research and Development of any Antibody or Product without consent of Novartis, provided that if in such publication contains Confidential Information of Novartis, Company shall obtain Novartis’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). (d) In the reasonable opinion event the recipient Party is required to disclose Confidential Information of the Receiving Party’s counseldisclosing Party by Applicable Law or in connection with a bona fide legal process, such disclosure is necessary for such compliance; will not be a breach of this Agreement; provided that the recipient Party (i) informs the disclosing Party as soon as reasonably practicable of the required disclosure; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, limits the disclosure to the required purpose; and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerionat the disclosing Party’s request and expense, assists in an attempt to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers object to or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer limit the required disclosure or to its Affiliates, permitted acquirers otherwise receive “confidential” or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) “trade secret” treatment with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party relevant portions of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessdisclosure.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 12.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Filings that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s directors, by either Party Affiliates, actual or potential Sublicensees, commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 12 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiif) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 Article 12 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Receiving Party (a) In addition to disclosures allowed under Section 12.2, the recipient Party, its Affiliates and sublicensees may disclose Confidential Information belonging to of the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: : (i) subject to Section 7.2, in connection with the Prosecution and Maintenance of Patents as permitted by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; this Agreement; (ii) in connection with Regulatory Filings or audits by either Party, Regulatory Authorities for any Product; (iii) in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) litigation as permitted by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers this Agreement; or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) in complying with Applicable Law, applicable court orders or governmental regulations and rules (including securities regulations and rules of any securities exchange). (b) In addition, NVS or its Affiliates or sublicensees may disclose Pliant's or Pliant's Affiliates' Confidential Information to Third Parties as may be necessary in connection with the Research, Development, Manufacture, or Commercialization of the Products as contemplated by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, this Agreement; provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving any such Third Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently is bound prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect maintain the confidentiality of the information Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; provided further that this Section 12.3(b) shall apply mutatis mutandis to be disclosed, and (2) Pliant or its Affiliates or sublicensees with respect to Sections 7.1(c)(iii) Confidential Information of NVS or its Affiliates solely to the extent applicable to a Product being Developed and 7.1(c)(ivCommercialized by Pliant pursuant to the license set forth in Section 15.4(d), each if and as applicable. (c) In addition, a recipient Party may disclose the other Party's Confidential Information to its or their advisors, consultants, clinicians, vendors, service providers, and contractors to the extent necessary in assisting with such recipient Party's activities contemplated by this Agreement, including the practice of those named people licenses granted to the recipient Party and entities must be its Affiliates pursuant to Section4.1, as applicable,; provided that any such advisor, consultant, clinician, vendor, service provider, and contractor is bound prior to disclosure to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (d) In the event the recipient Party is required to disclose Confidential Information of the disclosing Party pursuant to Applicable Law or in connection with bona fide legal process or rules of a securities exchange, including disclosures of the type contemplated by confidentiality Section 12.3(a)(iv), such disclosure shall not be deemed a breach of this Agreement; provided, that the recipient Party: (i) informs the disclosing Party as soon as reasonably practicable following it becoming aware of the required disclosure; (ii) uses reasonable efforts to limit the disclosure to the required purpose; and non-use restrictions (iii) at least as restrictive LICENSE AGREEMENT as those contained the disclosing Party's request and expense, assists in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior attempting to disclosure by commercially reasonable obligations of confidentiality)object to or limit the required disclosure. In addition the event the recipient Party is required to disclose Confidential Information of the disclosing Party pursuant to Sections 12.3(a)(i)-(iii), the recipient Party shall take reasonable measures to assure confidential treatment of such Confidential Information to the foregoing, Aegerion extent practicable and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessavailable under Applicable Law.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.28.2, by either Party in order to comply with applicable non-patent law Applicable Law (including any regulations promulgated by the FDA, any securities law laws or regulation regulations or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6);patents; and (iii) by AegerionAMAG, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. under Section 10.1, research collaborators9.1, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ their respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i8.1(c)(i) or 7.1(c)(ii8.1(c)(ii), where reasonably possiblepossible and to the extent not prohibited by Applicable Law, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(ivSection 8.1(c)(iii), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 Article 8 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 10.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Filings for Licensed Products that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, by either Party MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (e) to the Receiving Party’s directors, Affiliates, actual or potential Sublicensees (in the case of Roivant), commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such complianceobligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 10; (iif) by either Party, in connection with prosecuting to actual or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 Article 10 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 10.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) preparing and submitting Regulatory Materials; (d) to Section 7.2the Receiving Party’s employees, by either Party directors, officers, Affiliates, actual or potential Sublicensees (in the case of KHK), actual or potential (sub)licensees (in the case of MEI), commercial partners, independent contractors, consultants, advisors, agents, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 10 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiie) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by written terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (f) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 Article 10 (Confidentiality; Publication), and the Receiving Party shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information. Each Party shall be responsible for any breach of this Agreement by any Person to which Confidential Information of the other than investment bankers, investors and lenders, who must be bound prior to disclosure Party has been disclosed by commercially reasonable obligations or on behalf of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessParty under this Agreement.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 11.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Documentation for Licensed Products that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s directors, by either Party Affiliates, actual or potential Sublicensees (in the case of Licensee), commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided that, in each case, any such person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this ARTICLE 11 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiif) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and each of Aegerion and its Affiliates’ respective directorsindependent accountants thereof) in connection with potential investment, employeesacquisition, contractors and agents; and (iv) collaboration, merger, public offering, due diligence or similar investigations by Bayer to its Affiliates, permitted acquirers such Third Parties or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agentsin confidential financing documents, provided that that, in each case, any such Third Party agrees to be bound by terms of confidentiality and non-use (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii)or, where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 ARTICLE 11 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to such Confidential Information; and (h) obtaining and maintaining the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business[***].

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 11.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Documentation for Licensed Products that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s directors, by either Party Affiliates, actual or potential Sublicensees (in the case of Licensee), commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided that, in each case, that any such person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this ARTICLE 11 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiif) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and each of Aegerion and its Affiliates’ respective directorsindependent accountants thereof) in connection with potential investment, employeesacquisition, contractors and agents; and (iv) collaboration, merger, public offering, due diligence or similar investigations by Bayer to its Affiliates, permitted acquirers such Third Parties or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agentsin confidential financing documents, provided that, in each case, that any such Third Party agrees to be bound by terms of confidentiality and non-use (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii)or, where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 ARTICLE 11 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 11.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary for such Disclosing Party to perform its obligations or exercise its rights under this Agreement, in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Filings for Licensed Products that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s Representatives and actual or potential Sublicensees (in the case of Everest) or (sub)licensees (in the case of Sxxxx), by either Party in each case, who have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement; provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this ARTICLE 11 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiif) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources, collaborators or acquirers (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents; provided, in each case, that any such Third Party agrees to be bound by terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Laws; provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Laws shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 ARTICLE 11 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging In addition to the Disclosing Party disclosures allowed under Section 14.2, to the extent (and only to the extent) such disclosure that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the recipient Party may disclose Confidential Information belonging to the disclosing Party in the following instances: (ia) filing or prosecuting Patent Rights as permitted by this Agreement; (b) in connection with Regulatory Filings for Products made pursuant to this Agreement; (c) prosecuting or defending litigation as permitted by this Agreement; (d) subject to Section 7.2Sections 14.4 and 14.5, by either Party in order to comply complying with applicable non-patent law governmental laws and regulations (including any securities law or regulation or including, without limitation, the rules and regulations of a the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving recipient Party’s counsel, such disclosure is necessary for such compliance;; and (iie) by either Partydisclosure, in connection with prosecuting the performance of this Agreement and solely on a need-to-know basis, to: Affiliates; potential sublicensees; or defending litigationemployees, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents independent contractors (including Bayer Patent Rights without limitation consultants and clinical investigators) or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Section 14; provided, however, that the recipient Party Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 35 shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 14 to treat such Confidential Information as required under this Section 14. (f) If and whenever any Confidential Information is disclosed in accordance with this Section 614.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement); (iii) by Aegerion, . Where reasonably possible and subject to its Affiliates, potential Sections 14.4 and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible14.5, the Receiving recipient Party shall notify the Disclosing disclosing Party of the Receiving recipient Party’s intent to make any such disclosure pursuant thereto to paragraphs (a) through (d) of this Section 14.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessinformation.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 10.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Filings for Licensed Products that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s directors, by either Party Affiliates, actual or potential Sublicensees (in the case of Sinovant), commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 10 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiif) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by written terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Laws, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Laws shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 Article 10 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality)such Confidential Information. In addition to Notwithstanding the foregoing, Aegerion in no event will Sinovant publicly disclose the structure of the Compound without the prior written consent of Angion, which will not be unreasonably withheld, and which may not be withheld if it would have a material adverse impact on Sinovant’s ability to meet its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessobligations under this Agreement, including in connection with obtaining Regulatory Approval or defending or enforcing patent protection.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 12.1, the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Documentation for any Licensed Product that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s directors, by either Party Affiliates, actual or potential Sublicensees (in the case of Illumina), actual or potential employees, commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement; provided that, in each case, any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure person is necessary for such complianceobligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 12; (iif) by either Party, in connection with prosecuting to actual or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, bona fide potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents; provided that, in each case, any such Third Party agrees to be bound by terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) where such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law; provided that in such event the Receiving Party shall, except where impracticable or legally impermissible, (i) promptly inform the Disclosing Party adequate time of such required disclosure, (ii) use efforts to take whatever action it may deem appropriate secure confidential treatment or a protective order with respect to the Confidential Information required to be disclosed at least as diligent as the Receiving Party would use to protect the confidentiality of the information to be disclosedits own confidential information, but in no event less than reasonable efforts, and (2iii) with respect provide the Disclosing Party an opportunity to Sections 7.1(c)(iii) and 7.1(c)(iv)challenge or limit the disclosure obligations before such disclosure. Confidential Information that is disclosed as required by court order, each of those named people and entities must be bound prior judicial or administrative process or Applicable Law shall remain otherwise subject to disclosure by the confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessArticle 12.

Authorized Disclosures. The Receiving Each Recipient Party may disclose Confidential Information belonging to of the Disclosing Party as expressly permitted by this Agreement (including under Section 12.10), or if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) filing or prosecuting Know-How or Patents without breaching this Agreement; (b) complying with applicable court orders, Applicable Laws, Applicable Data Protection Law, or the listing rules of any exchange on which such Recipient Party’s securities (or the securities of its parent entity) are traded (subject to Section 7.2, by either Party in order 12.5 with respect to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion disclosure of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6terms of this Agreement); (iiic) by Aegerionin the case of BioNTech as the Recipient Party only, disclosure of such of Autolus’s Confidential Information in Regulatory Filings that the Recipient Party has the right to its file, or holds; (d) in the case of BioNTech as the Recipient Party only, disclosure of such of Autolus’s Confidential Information to BioNTech’s Affiliates, potential and future collaborators licensees, sublicensees/Sublicensees (including Sublicenseesthrough multiple tiers), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lendersand other Third Party collaboration partners, and their potential licensees, sublicensees/Sublicensees, subcontractors, and each other Third Party collaboration partners, provided, that [***]; (e) disclosure to a Tax authority in connection with the Tax affairs or a reporting obligation of Aegerion and its Affiliates’ respective the Recipient Party; (f) disclosure to such Recipient Party’s directors, employees, contractors [***] who have a need to know such information in order for the Recipient Party to exercise its rights or fulfill its obligations under this Agreement and agents[***]; (g) disclosure to (i) [***], and (ii) [***], provided, in each case, that [***], and provided, further, that [***]; and (ivh) by Bayer to its Affiliatesin the case of Autolus as the Recipient Party only, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lendersdisclosure of (i) [***], and their (ii) [***], in each case (i) and Bayer (ii) as reasonably required to enable Autolus and its Affiliates’ respective directorsAffiliates to comply with the terms of each Upstream License Agreement. Notwithstanding the foregoing, employees, contractors and agents, provided that (1) subject to Section 12.5 with respect to Section 7.1(c)(i) or 7.1(c)(ii)any disclosure of the terms of this Agreement, where reasonably possible, if the Receiving Recipient Party shall notify is required to disclose Confidential Information of the Disclosing Party of in connection with Section 12.3(b), then the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Recipient Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, shall (i) [***]; (ii) [***]; (iii) [***]; and (2iv) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv)[***], each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained provided always that nothing in this Section 7 12.3 shall require the Recipient Party to breach or otherwise violate any applicable court order, Applicable Law, or the listing rules of any exchange on which such Party’s securities (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations or the securities of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessparent entity) are traded.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.210.2, by either Party in order to comply with applicable non-patent law Laws (including any securities law or regulation or the rules of a securities exchange, including, without limitation, the U.S. Securities and Exchange Commission) and or with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancea legal or administrative proceeding; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer 3SBio Patent Rights in accordance with Section 69); (iii) by AegerionSelecta or its Affiliates, to its Affiliates, ; potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, permitted acquirers or assignees under Section 13.1; and their and each of Aegerion Selecta and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer 3SBio to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, permitted acquirers or assignees under Section 13.1, and their and Bayer 3SBio and its Affiliates’ respective directors, employees, contractors and agents, ; provided that (1A) with respect to Section 7.1(c)(i10.1(c)(i) or 7.1(c)(ii10.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2B) with respect to Sections 7.1(c)(iii10.1(c)(iii) and 7.1(c)(iv10.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 10 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion Selecta and its Affiliates and Sublicensees may make such disclosures of Bayer 3SBio Know-How specifically concerning the any Licensed Compound or Product and its use as any of them may deem reasonably necessary for their businessrespective businesses. Further, with respect to Section 10.1(c)(i), in the event either Party intends to make a disclosure pursuant thereto, the other Party will have a reasonable time period to review and comment on the proposed disclosure or filing that relates to this Agreement (including the right to request redaction of material terms to the extent permitted by any applicable Laws), and the Party intending to make such disclosure will consider in good faith any reasonable comments thereon provided by the other Party.

Authorized Disclosures. The Receiving In addition to disclosures allowed under Section 12.2, Section 12.6, or Article 17 and those mutually agreed to by the Parties in writing, solely to the extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the Recipient Party and Permitted Recipients may disclose Confidential Information belonging to of the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances:: ​ (ia) in connection with Prosecution and Maintenance of Patent Rights as permitted by this Agreement; ​ (b) in connection with Regulatory Filings for Licensed Products made pursuant to this Agreement; ​ (c) prosecuting or defending litigation as permitted by this Agreement; ​ (d) subject to Section 7.2Sections 12.4 and 12.5, by either Party in order to comply complying with applicable non-patent law Applicable Laws (including any securities law or regulation or the rules and regulations of a the Securities and Exchange Commission or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (ive) by Bayer to its Affiliatesthe Recipient Party’s: (i) officers, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lendersdirectors, and their employees; (ii) sublicensees; and Bayer and its Affiliates’ respective directors, employees(iii) agents, contractors (including consultants and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(iiclinical investigators), where advisers, and other Third Parties, in the case of each of clauses (i)-(iii), solely to the extent reasonably possiblenecessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, that in the case of disclosures to Persons set forth in clauses (ii) and (iii), such Persons are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 12 (each a “Permitted Recipient”); provided, further, that the Recipient Party shall remain responsible for any failure by any Permitted Recipient who receives Confidential Information pursuant to this Article 12 to treat such Confidential Information as required under this Article 12. ​ If and whenever any Confidential Information is disclosed in accordance with this Section 12.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such permitted disclosure results in a public disclosure of such information (otherwise than by breach of this Agreement). Where reasonably possible and subject to Sections 12.4 and 12.5, the Receiving Recipient Party shall shall, or cause its Permitted Recipients, if applicable, to notify the Disclosing Party of the Receiving Recipient Party’s or its Permitted Recipient’s, as applicable, intent to make any such disclosure pursuant thereto to paragraphs (c) or (d) of this Section 12.3 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality)information. In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.​

Authorized Disclosures. The Receiving Notwithstanding Section 9.2, a Party may disclose Confidential Information belonging to of the Disclosing other Party if and to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing, prosecuting, maintaining or listing Patent Rights in accordance with Article 13; (b) in the case of disclosure by Astellas, filing, prosecuting, or maintaining Regulatory Materials and Regulatory Approvals for the Licensed Products or otherwise made to Section 7.2, Regulatory Authorities as permitted by either Party in order to comply with applicable non-patent law this Agreement; (including any securities law c) prosecuting or regulation or the rules of a securities exchangedefending litigation as contemplated herein; (d) and with judicial process, if in the reasonable opinion of the Receiving receiving Party’s legal counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection required to be disclosed to comply with prosecuting Applicable Law or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents a valid order of a court of competent jurisdiction or other Governmental Authority of competent jurisdiction (including Bayer Patent Rights in accordance by reason of filing with securities regulators, but subject to Section 610.2(b)); (iiie) by Aegerionsolely with respect to disclosure of (i) the existence and terms of this Agreement, and (ii) subject to its AffiliatesAstellas’s prior consent, potential not to be unreasonably withheld, a summary of the status of the Research, Development and future collaborators Commercialization activities with respect to Licensed Compounds and Licensed Products, which summary may include the number of DC Compounds for each Program (including Sublicenseesbut shall not include any data generated under the Research Plan that is specific to such DC Compounds), permitted acquirers in each case of (i) and (ii) to actual or assignees under Section 10.1, research collaborators, subcontractorspotential acquirors, investment bankers, investors, lenders, or other similar sources of financing solely for the purpose of evaluating or carrying out an actual or potential investment, or acquisition, in each case under a written agreement containing obligations of confidentiality and their non-use at least as stringent as those herein; provided that the receiving Party will be liable for any breaches of its obligations of confidentiality and each non-use hereunder by any of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers actual or assignees under Section 10.1potential acquirors, investment bankers, investors, lenders, and their and Bayer or other financial partners; and (f) to its and its Affiliates’ respective directors, employees, contractors consultants, advisors (including accountants and attorneys), contractors, agents, provided that and bona fide potential or actual (1) sub)licensees, in each case on a need-to-know basis to exercise its rights or perform its obligations in accordance with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party terms of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosedthis Agreement, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), in each case under a written agreement containing obligations of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as stringent as those herein (or without such agreement for recipients that are financial or legal advisors under a professional code of conduct giving rise to an obligation of confidentiality and non-use at least as restrictive LICENSE AGREEMENT as those contained set forth in this Section 7 (other than investment bankersAgreement), investors and lenders, who must provided that the receiving Party will be bound prior to disclosure by commercially reasonable liable for any breaches of its obligations of confidentiality)confidentiality and non-use hereunder by any Persons. In addition to Notwithstanding the foregoing, Aegerion in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) and its Affiliates (d), it will, except where impracticable, promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations, and, if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense. In any such event, each Party agrees to take all reasonable action to minimize disclosure of the other Party’s Confidential Information. Any information disclosed pursuant to this Section 9.3 shall remain, subject to Section 9.2, the Confidential Information of the disclosing Party and Sublicensees may make such disclosures subject to the restrictions set forth in this Agreement, including the foregoing provisions of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessthis Article 9.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer CKD Patent Rights in accordance with Section 6);): (iii) by AegerionZafgen, on a “need to know basis” to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion Zafgen and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer CKD, “on a need to know basis” to its Affiliates, permitted acquirers or assignees under Section 10.1, 10.1 investment bankers, investors, lenders, and their and Bayer CKD and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section Sections 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion Zafgen and its Affiliates and Sublicensees may make such disclosures of Bayer CKD Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business. If and when any Confidential Information is disclosed in accordance with this Section 7.1, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (other than through breach of this Agreement).

Authorized Disclosures. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such Party determines such disclosure is reasonably necessary in the following instancessituations: (a) prosecuting or defending litigation relating to this Agreement; (b) in the case of Purchaser as the receiving Party, disclosure to MTPC as required pursuant to the MTPC Agreement; (c) in the case of Purchaser as the receiving Party, disclosure to its licensees, sublicensees, and collaborators with respect to the Product, but solely to the extent that such Confidential Information (i) subject raises any material concerns regarding the safety or efficacy of the Product; (ii) indicates or suggests a potential material liability of either Purchaser or the applicable licensee, sublicensee, or collaborator to Third Parties in connection with the Product; (iii) is reasonably likely to lead to a recall or market withdrawal of the Product; or (iv) relates to any Product and is reasonably likely to have a material impact on a Regulatory Approval of the Product in such licensee’s, sublicensee’s, or collaborator’s territory; provided that each disclosee must be bound by obligations of confidentiality and non-use no less stringent than those set forth in Section 7.2, 13.1 and this Section 13.2 prior to any such disclosure (it being understood that receiving Party shall be liable for any breach of such confidentiality and non-use obligations by either Party any such disclosee) and further provided that Purchaser shall cause any of its licensees to commit to the same obligations and shall disclose to SWI any confidential information received from any licensee in order to comply with applicable non-patent law (including any securities law or regulation or enable SWI, its Affiliates and licensees to address adequately the rules of a securities exchange) and with judicial process, if situations set forth in the reasonable opinion sub-sections (i) to (iv) of the Receiving Party’s counsel, such disclosure is necessary for such compliance;this Section 13.2 (c). (iid) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, disclosure to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, officers, employees, contractors and agents; and (iv) by Bayer to its Affiliatesconsultants, permitted acquirers or assignees under Section 10.1attorneys, investment bankers, investorsprofessional advisors, lenders, insurers, sublicensees, suppliers, and their distributors only on a need-to-know basis and Bayer and its Affiliates’ respective directors, employees, contractors and agents, solely as necessary in connection with this Agreement; provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities disclosee must be bound prior to disclosure by obligations of confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as no less stringent than those contained set forth in Section 13.1 and this Section 7 13.2 prior to any such disclosure (it being understood that receiving Party shall be liable for any breach of such confidentiality and non-use obligations by any such disclosee); and (e) disclosure to any bona fide potential or actual investor, acquirer, merger partner, or other than investment bankerspotential or actual financial partner (and/or their respective consultants, investors attorneys, and lendersprofessional advisors) on a need-to-know basis and solely for the purpose of evaluating a potential investment, who acquisition, merger, or similar transaction; provided that each disclosee must be bound by obligations of confidentiality and non-use no less stringent than those set forth in Section 13.1 and this Section 13.2 prior to any such disclosure (it being understood that the receiving Party shall be liable for any breach of such confidentiality and non-use obligations by commercially reasonable obligations of confidentialityany such disclosee). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving In addition to the exceptions contained in Section 9.2 (Duty of Confidence) and Section 9.3 (Exceptions), a Party may disclose the other Party’s Confidential Information belonging to (including this Agreement and the Disclosing Party terms herein) to the extent (and only to the extent) that such disclosure is reasonably necessary in the following instances: 9.4.1. solely with respect to Research Results that are the Confidential Information of the other Party, the prosecution and maintenance of any Sarepta Owned Research Patent Rights, Codiak Owned Research Patent Rights, or Jointly Owned Research Patent Rights, in each case, as contemplated by this Agreement; 9.4.2. disclosure of the existence and applicable terms of this Agreement and the status and results of the Research Activities (other than (i) subject with respect to Section 7.2disclosures by Sarepta, Codiak Platform Research Know-How, (ii) with respect to disclosures by Codiak, Sarepta Payload Research Know-How, or (iii) with respect to disclosures by either Party Party, the Jointly Owned Research Know-How) to actual or bona fide potential investors, acquirors, sublicensees, lenders, and other financial or commercial partners, and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, sublicense, debt transaction or collaboration; provided that, in order to comply with applicable each such case, (a) such Persons are bound by obligations of confidentiality, non-patent law disclosure, and non-use at least as restrictive or protective of the Parties as those set forth in this Agreement or otherwise customary for such type and scope of disclosure, and (b) that any such disclosure is limited to the maximum extent practicable for the particular context in which it is being disclosed; 9.4.3. to the extent such Confidential Information is required to be produced under Applicable Law (including in connection with any securities law filing with the United States Securities and Exchange Commission or regulation any other Governmental Authority) or the rules of a any securities exchange; provided that, to the extent permitted under Applicable Law, in such case the Receiving Party will (a) promptly notify the Disclosing Party in writing of the existence, terms, and circumstances of such required disclosure; (b) allow the Disclosing Party to offer its objections to the production of the applicable Confidential Information; (c) cooperate with judicial processthe Disclosing Party to take legally available steps to limit such disclosure; (d) disclose only those portions of Confidential Information that the Receiving Party is, if in the reasonable opinion of its counsel, legally obligated to disclose; and (e) seek confidential treatment for all Confidential Information so disclosed; or 9.4.4. to prosecute or defend litigation so long as there is [***] prior written notice given by the Receiving Party before filing, and to enforce Patent Rights in connection with the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, rights and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, obligations pursuant to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agentsthis Agreement; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) a protective order or similar measures are sought by the Receiving Party with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information Confidential Information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem extent reasonably necessary for their businesspossible.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to Notwithstanding the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules obligations of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least set forth above, a receiving Party may provide Confidential Information disclosed to it, and disclose the existence and terms of this Agreement to (a) Sublicensees (and, with respect to Perception, Other Perception Licensees, provided that such disclosure to Other Perception Licensees does not include any financial terms of this Agreement), and their employees, directors, agents, consultants, advisors or other Third Parties as restrictive LICENSE AGREEMENT necessary or useful in connection with the exploitation of any Product in such Party’s Territory or as those contained may otherwise be reasonably required in order for such Party to perform its obligations, or to exploit it rights, under this Agreement, in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 7 10.1; (b) Governmental Authorities or other Regulatory Authorities in any country, in order to obtain Patent Rights, and comply with statutory tax and legal requirements in any country or perform its obligations or exploit its rights under this Agreement, provided that such Confidential Information shall be disclosed only to the extent reasonably necessary to do so; (c) the extent required by Applicable Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than investment bankersthe United States or of any stock exchange or listing entity that are applicable to a Party, its parent entity or any of its investors; and (d) (i) any bona fide actual or prospective underwriters, investors (including in connection with a Monetization), lenders or acquirers of a Party or substantially all its assets and lendersto consultants and advisors of such Third Party, who and (ii) any bona fide actual or prospective collaborators or strategic partners, including prospective Third Party Sublicensees (and, with respect to Perception, Other Perception Licensees, provided that such disclosure to Other Perception Licensees does not include any financial terms of this Agreement), and to consultants and advisors of such Third Party, in each case of (i) and (ii) during bona fide business discussions, provided that the receiving party of such information is under an obligation of confidentiality of reasonable scope and duration with respect to such information. If a Party is required by Applicable Law to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 10.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure. Confidential Information that is required to be disclosed by Applicable Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 10.1. If either Party concludes that a copy of this Agreement must be bound prior to disclosure filed by commercially reasonable obligations of confidentiality). In addition to the foregoingsuch Party, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as parent entity or any of them may deem reasonably necessary for their businessits investors with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, such Party shall provide the other Party with a copy of such agreement showing any provisions hereof as to which such first Party proposes to request confidential treatment, shall provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and shall take such Party’s comments into consideration before filing such agreement.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law Applicable Law (including any regulations promulgated by any Regulatory Authority, any securities law laws or regulation regulations or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, as necessary in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6);patents; and (iii) by AegerionACCESS, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators8.1, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ their respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possiblepossible and to the extent not prohibited by Applicable Law, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections Section 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by written confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section Article 7 (other than investment bankers, investors and lenders, who must [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. be bound prior to disclosure by commercially reasonable obligations of confidentialityconfidentiality consistent with standard industry practice). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.28.2, by either Party in order to comply with applicable non-patent law Applicable Law (including any regulations promulgated by the FDA, any securities law laws or regulation regulations or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance;; [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6);patents; and (iii) by AegerionAMAG, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators9.1, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ their respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i8.1(c)(i) or 7.1(c)(ii8.1(c)(ii), where reasonably possiblepossible and to the extent not prohibited by Applicable Law, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(ivSection 8.1(c)(iii), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 Article 8 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving Each Party may disclose Confidential Information belonging to the Disclosing other Party to the extent (and only to the extent) such Party determines such disclosure is reasonably necessary in the following instancessituations: (ia) prosecuting or defending litigation relating to this Agreement subject to Section 7.2, by either Party in order using *** to comply with applicable non-patent law (including any securities law or regulation or the rules obtain confidential treatment of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancedisclosure; (b) in the case of VIVUS as the receiving Party, disclosure to MTPC as required pursuant to the MTPC Agreement; (c) in the case of VIVUS as the receiving Party, disclosure to its licensees, sublicensees, and collaborators with respect to the Product outside the Menarini Territory or outside the Field, but solely to the extent that such Confidential Information (i) raises any material concerns regarding the safety or efficacy of the Product; (ii) by indicates or suggests a potential material liability of either PartyVIVUS or the applicable licensee, sublicensee, or collaborator to Third Parties in connection with prosecuting the Product; (iii) is reasonably likely to lead to a recall or defending litigationmarket withdrawal of the Product; or (iv) relates to any Product and is reasonably likely to have a material impact on a Regulatory Approval, making regulatory filingsPricing Approval, or the Commercialization of any Product (as such terms are defined in the License Agreement) in such licensee’s, sublicensee’s, or collaborator’s territory; provided that each disclosee must be bound by obligations of confidentiality and filing, prosecuting non-use no less stringent than those set forth in Section 13.1 and enforcing patent applications this Section 13.2prior to any such disclosure (it being understood that receiving Party shall be liable for any breach of such confidentiality and patents (including Bayer Patent Rights in accordance with Section 6non-use obligations by any such disclosee); (iiid) by Aegerion, disclosure to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, officers, employees, contractors and agents; and (iv) by Bayer to its Affiliatesconsultants, permitted acquirers or assignees under Section 10.1attorneys, investment bankers, investorsprofessional advisors, lenders, insurers, sublicensees, suppliers, and their distributors only on a need-to-know basis and Bayer and its Affiliates’ respective directors, employees, contractors and agents, solely as necessary in connection with this Agreement; provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities disclosee must be bound prior to disclosure by obligations of confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as no less stringent than those contained set forth in Section 13.1 and this Section 7 13.2 prior to any such disclosure (it being understood that receiving Party shall be liable for any breach of such confidentiality and non-use obligations by any such disclosee); and (e) disclosure to any bona fide potential or actual investor, acquirer, merger partner, or other than investment bankerspotential or actual financial partner (and/or their respective consultants, investors attorneys, and lendersprofessional advisors) on a need-to-know basis and solely for the purpose of evaluating a potential investment, who acquisition, merger, or similar transaction; provided that each disclosee must be bound by obligations of confidentiality and non-use no less stringent than those set forth in Section 13.1 and this Section 13.2 prior to any such disclosure (it being understood that the receiving Party shall be liable for any breach of such confidentiality and non-use obligations by commercially reasonable obligations of confidentialityany such disclosee). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Nothing in this Agreement shall prohibit the Receiving Party may disclose from disclosing Confidential Information belonging of the other Party, as well as the terms and conditions of this Agreement: 13.3.1 to professional advisors bound by a duty of confidentiality; 13.3.2 for Prosecuting Patents as permitted by Article 10; 13.3.3 in Regulatory Filings for Products that such Party has a license or right to Develop and Commercialize hereunder or to otherwise comply with any applicable requirement of a Regulatory Authority related to such Products; 13.3.4 prosecuting or defending litigation as permitted by this Agreement; 13.3.5 complying with applicable court orders or Applicable Laws and administrative subpoenas or orders, provided that the Receiving Party provides the Disclosing Party prior written notice of the required disclosure and takes reasonable steps to limit such disclosure to the extent (minimum required amount and only to obtain, or cooperate with the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Disclosing Party in obtaining, a protective order or other similar order requiring that such Confidential Information be used only for the purposes required by such court orders or Applicable Laws; and 13.3.6 disclosure to comply with applicable nonits Representatives, and to its actual and prospective licensees and Sublicensees and contractors including contract manufacturing organizations, in each case on a need-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, to-know basis in connection with prosecuting the Development, Manufacture and Commercialization of Licensed Peptide and Products and the enjoyment or defending litigation, making regulatory filings, performance of other rights and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights obligations in accordance with Section 6); (iii) by Aegerionthe terms of this Agreement, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees in each case under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each written obligations of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT stringent as those contained herein and for a duration that is reasonable in this Section 7 the circumstances; and 13.3.7 disclosure to potential and actual investors, acquirers, licensees, Sublicensees and other financial or collaboration partners, including their respective consultants and professional advisors (other than investment bankersincluding financial advisors, investors lawyers and lendersaccountants) solely on a need-to-know basis and solely for the purpose of evaluating or carrying out an actual or potential investment, who must be bound prior to disclosure by commercially reasonable acquisition or business transaction, provided that in each case the recipient is under written obligations of confidentiality). In addition , and non-use at least as stringent as those herein and for a duration that is reasonable in the circumstances, and further provided that the disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to the foregoingbe disclosed in connection with such potential investment, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessacquisition or collaboration.

Authorized Disclosures. The Receiving Notwithstanding the foregoing, a Party may use and disclose the Confidential Information belonging to of the Disclosing other Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancesas follows: (i) subject to Section 7.21.3.1. if required by applicable law, by either Party in order to comply with applicable non-patent law (rule or governmental regulation, including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, as may be required in connection with prosecuting any filings made with, or defending litigationby the disclosure policies of an applicable major stock exchange; provided that the Party seeking to disclose the Confidential Information of the other Party shall (a) use all reasonable efforts to inform the other Party prior to making any such disclosures and cooperate with the other Party in seeking a protective order or other appropriate remedy (including redaction) and (b) whenever possible, making request confidential treatment of such information; 1.3.2. to obtain or maintain any regulatory filingsapproval, including to conduct preclinical studies and Clinical Studies and for Pricing Approvals, for any Product; provided that the disclosing Party shall take all reasonable steps to limit disclosure of the Confidential Information outside such Regulatory Authority and to otherwise maintain the confidentiality of the Confidential Information to the same extent to which it maintains its own confidential information; 1.3.3. to Affiliates, Sublicensees, licensees, attorneys, collaborators, vendors, consultants, lenders, commercial partners, accountants and Subcontractors under written agreements of confidentiality on terms at least as restrictive on those set forth in this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement; or 1.3.4. disclosure of this Agreement, its terms, and filing, prosecuting the status and enforcing patent applications and patents results of exploitation of the Products (including Bayer Patent Rights in accordance with Section 6); Data, Net Sales, and milestones) to actual or bona fide potential investors, acquirors, (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investorssub)licensees, lenders, and other financial or commercial partners (including in connection with any royalty financing transaction), and their and each of Aegerion and its Affiliates’ respective directorsattorneys, employeesaccountants, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankersbanks, investors, lendersand advisors, and their and Bayer and its Affiliates’ respective directorssolely for the purpose of evaluating or carrying out or complying with the terms of an actual or potential investment, employeesacquisition, contractors and agents(sub)license, debt or other transaction, or collaboration; provided that, in each such case, on the condition that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party such Persons are bound by obligations of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT stringent as those contained in set forth this Section 7 ARTICLE 11 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations Confidentiality) or otherwise customary for such type of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessarrangement.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.210.2, by either Party party in order to comply with applicable non-patent Patent law (including any securities law or regulation or the rules of any securities exchange, including as a result of the Receiving Party electing to issue securities or list on such exchange) and with judicial [ *** ] TEXT OMITTED AND FILED SEPARATELY WITH THE process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is reasonably necessary for such compliance; (ii) by either Partyparty, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting prosecuting, maintaining, defending and enforcing patent applications and patents Patents (including Bayer Patent Rights Exclusive Patents in accordance with Section 67); (iii) by AegerionMerck, to its Affiliates, and to potential and future collaborators (including or actual permitted Sublicensees), permitted acquirers or assignees under Section 10.113.9, research collaborators, permitted subcontractors, investment bankers, investors, lenders, and in each case their and each of Aegerion Merck and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer Ra, to its Affiliates, and to potential or actual permitted (1) acquirers or assignees under Section 10.113.9, (2) collaborators and other (sub)licensees, (3) permitted subcontractors, (4) investment bankers, investors, lenders, and in each case their and Bayer each of Ra and its Affiliates’ respective directors, employees, contractors and agents, ; provided that (1x) with respect to Section 7.1(c)(i10.1(c)(i) or 7.1(c)(ii10.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2y) with respect to Sections 7.1(c)(iii10.1(c)(iii) and 7.1(c)(iv10.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 10 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 10.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Filings for Licensed Products that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, by either Party MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (e) to the Receiving Party’s directors, Affiliates, actual or potential Sublicensees (in the case of Roivant), commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such complianceobligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 10; (iif) by either Party, in connection with prosecuting to actual or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 Article 10 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Receiving Notwithstanding anything to the contrary herein, a Party may disclose the other Party’s Confidential Information belonging to the Disclosing Party to the extent (and only to the extent: (a) such disclosure is reasonably necessary in the following instances: necessary: (i) subject for the filing, prosecution, enforcement, and defense of Patents as contemplated by this Agreement; (ii) in connection with regulatory filings for a Product or any component thereof; (iii) for prosecuting or defending litigation as contemplated by this Agreement; or (iv) to Section 7.2its and its Affiliates’ employees, by either Party consultants, contractors, and agents, in order to comply each case on a need-to-know basis in connection with applicable non-patent law (including any securities law or regulation the exercise of its rights or the rules performance of a securities exchangeits obligations under this Agreement, including the Development, manufacture, or Commercialization of any Product, or any component thereof, in accordance with the terms of this Agreement; (b) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary reasonably necessary: (i) to such Party’s or its Affiliates’ directors, attorneys, independent accountants, or financial advisors for the purpose of enabling such compliance; directors, attorneys, independent accountants, or financial advisors to provide advice to such Party; or (ii) by either Partyto actual or potential investors, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorslenders, investment bankers, investorsacquirors, lendersacquisition or merger targets, Sublicensees, Subcontractors, Third Party Distributors, Other Licensees, and their and each other financial or business partners for the purpose of Aegerion and its Affiliates’ respective directorsevaluating or carrying out an actual or potential investment, employeesloan, contractors and agentsacquisition, merger, collaboration, license, strategic partnership, or other business relationship; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in each such case on the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making condition that such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be recipients are bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as obligations substantially consistent with those contained in this Section 7 Agreement; (other than investment bankersc) such disclosure is required by applicable Laws or judicial or administrative process (including regulations promulgated by securities exchanges), investors and lendersprovided that in such event such Party shall, who must be bound prior to disclosure by commercially except where impracticable, give reasonable obligations of confidentiality). In addition advance notice to the foregoingother Party of such disclosure, Aegerion use diligent efforts to secure confidential or protective treatment of such Confidential Information reasonably consistent to those such Party would use to protect its own confidential information of a similar nature, but in no event less than reasonable efforts, and its Affiliates cooperate with the other Party, as reasonably requested thereby, in seeking confidential or protective treatment of such information. Any information disclosed pursuant to Section 7.3 shall remain Confidential Information and Sublicensees may make such disclosures subject to the restrictions set forth in this Agreement, including the foregoing provisions of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessthis Article 7.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 11.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Documentation for Licensed Products that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s directors, by either Party Affiliates, actual or potential Sublicensees (in the case of Lysovant), commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided that, in each case, that any such person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this ARTICLE 11 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiif) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and each of Aegerion and its Affiliates’ respective directorsindependent accountants thereof) in connection with potential investment, employeesacquisition, contractors and agents; and (iv) collaboration, merger, public offering, due diligence or similar investigations by Bayer to its Affiliates, permitted acquirers such Third Parties or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agentsin confidential financing documents, provided that, in each case, that any such Third Party agrees to be bound by terms of confidentiality and non-use (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii)or, where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations before such disclosure. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law or pursuant to protect sub-section (c) above shall remain otherwise subject to the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 ARTICLE 11 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.210.2, by either Party in order to comply with applicable non-patent law Laws (including any securities law Laws or regulation or the rules of a securities exchange) and or with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliancea legal or administrative proceeding; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Prosecuting Nogra Patent Rights in accordance with Section 6)9; (iii) by AegerionLicensee, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators13.1, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion Licensee and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer Nogra to its Affiliates, permitted acquirers or assignees under Section 10.113.1, subcontractors, investment bankers, investorsinvestors (including royalty purchasers), lenders, and their and Bayer each of Nogra and its Affiliates’ respective directors, employees, contractors and agents, 35 provided that (1A) with respect to Section 7.1(c)(i10.1(c)(i) or 7.1(c)(ii10.1(c)(ii), where reasonably possible, the Receiving Party shall will notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2B) with respect to Sections 7.1(c)(iii10.1(c)(iii) and 7.1(c)(iv10.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 10 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition Further, with respect to Section 10.1(c)(i) , in the event either Party intends to make a disclosure pursuant thereto, the other Party will have a reasonable time period to review and comment on the proposed disclosure or filing that relates to this Agreement (including the right to request redaction of material terms to the foregoingextent permitted by any applicable Laws), Aegerion and its Affiliates and Sublicensees may the Party intending to make such disclosures of Bayer Know-How specifically concerning disclosure will consider in good faith any reasonable comments thereon provided by the Licensed Compound and its use as any of them may deem reasonably necessary for their businessother Party.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 10.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary for such Disclosing Party to perform its obligations or exercise its rights under this Agreement, in the following instances: (ia) subject filing or prosecuting of Patents as permitted by this Agreement; (b) enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (c) in Regulatory Filings for Licensed Product that such Party has the right to Section 7.2file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (e) to the Receiving Party’s Representatives and actual or potential Sublicensees (in the case of EverInsight), by either Party in each case, who have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement; provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this ARTICLE 10 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiif) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirers (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents; provided, in each case, that any such Third Party agrees to be bound by terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (g) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Laws; provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Laws shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 ARTICLE 10 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.

Authorized Disclosures. The Receiving Notwithstanding the obligations set forth in Section 9.1 (Duty of Confidence), a Party may disclose the other Party’s Confidential Information belonging (including the existence and terms of this Agreement) in the following situations: 9.4.1 (a) the Patent Prosecution of uniQure Patent Rights, Joint Patent Rights, or Partner Patent Rights, in each case, as contemplated by this Agreement; or (b) Regulatory Submission and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of any Licensed Product in accordance with the rights and obligations of the applicable Party under this Agreement; 9.4.2 disclosure of this Agreement, its terms, and the status and results of Exploitation of any Licensed Product to actual or bona fide potential investors, acquirors, (sub)licensees, lenders, and other financial or commercial partners (including in connection with any royalty factoring transaction), and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, (sub)license, debt transaction, or collaboration; provided that, in each such case, subject to Applicable Laws and on the condition that such Persons are bound by obligations of confidentiality and non-use at least as stringent as those set forth in this Article 9 (Confidentiality; Publication) or otherwise customary for such type and scope of disclosure; provided that any such disclosure is limited to the Disclosing Party maximum extent practicable for the particular context in which it is being disclosed; 9.4.3 such disclosure is required to comply with Applicable Law (whether generally or in pursuit of an application for listing of securities), including the United States Securities and Exchange Commission or equivalent foreign agency or regulatory body, or otherwise required by or requested pursuant to any judicial, administrative or other legal process, provided that in each such event, as promptly as reasonably practicable and to the extent (not prohibited by Applicable Law, such Party will notify the other Party of such required or requested disclosure and only provide a draft of the disclosure to the extent) other Party reasonably in advance of such disclosure for the other Party’s review and comment. The non-disclosing Party will provide any comments as soon as practicable, and the disclosing Party will consider in good ​ faith any timely comments provided by the non-disclosing Party; provided that the disclosing Party may or may not accept such comments in its sole discretion. Confidential Information that is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party disclosed in order to comply with applicable non-patent law (including any securities law Applicable Law or regulation by judicial, administrative or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Partyother legal process pursuant to this Section 9.4.3, in connection with prosecuting or defending litigationeach case, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, will remain otherwise subject to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions provisions of this Article 9 (Confidentiality; Publication) with respect to the Party disclosing such Confidential Information, and at least as restrictive LICENSE AGREEMENT as those contained the request of the non-disclosing Party, such disclosing Party will take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information, and each Party will be responsible for its own legal and other out-of-pocket Third Party costs in connection with any such filing or disclosure pursuant to this Section 7 9.4.3. If a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to this Section 9.4.3 subject to complying with the other provisions of this Section 9.4.3, a disclosing Party may disclose only that portion of Confidential Information that is legally required to be disclosed as advised by its legal counsel; or 9.4.4 disclosure pursuant to Section 9.6 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations Publications) or Section 9.7 (Publicity; Use of confidentialityName). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

Authorized Disclosures. The Receiving In addition to the exceptions contained in Section 12.2 (Duty of Confidence) and Section 12.3 (Exceptions), a Party may disclose the other Party’s Confidential Information belonging to (including this Agreement and the Disclosing Party terms herein) to the extent (and only to the extent) that such disclosure is reasonably necessary in the following instances: 12.4.1 disclosure of the existence and applicable terms of this Agreement, whether the Option has been exercised, which (iif any) subject Milestone Events have been achieved and a high-level summary of activities performed and reasonably likely to Section 7.2be performed in furtherance of achieving any Milestone Event or generating royalties, to actual or bona fide potential investors, acquirors, sublicensees and lenders and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, sublicense or debt transaction; provided that, in each such case, (a) such Persons are bound by either Party in order to comply with applicable enforceable obligations of confidentiality, non-patent law disclosure, and non-use at least as restrictive or protective of the Parties as those set forth in this Agreement and (b) that any such disclosure is limited to the maximum extent practicable for the particular context in which it is being disclosed and in any event, contains no greater detail than any report provided hereunder; 12.4.2 to the extent such Confidential Information is required to be produced under Applicable Laws (including in connection with any securities law filing with the United States Securities and Exchange Commission or regulation any other Governmental Authority) or the rules of a any securities exchangeexchange (including in connection with any filing with the United States Securities and Exchange Commission); provided that, to the extent permitted under Applicable Laws, in such case the Receiving Party will (a) promptly notify the Disclosing Party in writing of -44- ACTIVE/130546626.2 ​ ​ ​ the existence, terms, and circumstances of such required disclosure; (b) allow the Disclosing Party to offer its objections to the production of the applicable Confidential Information and consider such in good faith; (c) cooperate with judicial processthe Disclosing Party to take reasonable and legally available steps to limit disclosure of the applicable Confidential Information; (d) disclose only those portions of Confidential Information that the Receiving Party is, if in the reasonable opinion of its counsel, legally obligated to disclose; and (e) seek confidential treatment for all Confidential Information so disclosed; 12.4.3 to prosecute or defend litigation so long as there is (***) days’ prior written notice given by the Receiving Party before any such prosecution or defense, including to filing or enforce any Patent Right in connection with the Receiving Party’s counselrights and obligations pursuant to this Agreement; provided that, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possiblesuch Confidential Information, the Receiving Party shall notify will seek confidential treatment, a protective order, or seek to file under seal if reasonably requested by the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as ; or 12.4.4 to allow the Disclosing Receiving Party adequate time to take whatever action it may deem appropriate to protect the confidentiality exercise its rights and perform its obligations hereunder, provided that such disclosure is covered by terms of the information to be disclosedconfidentiality, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to non-disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessset forth herein.

Authorized Disclosures. The Receiving Notwithstanding the obligations set forth in Sections 9.1 and 9.5, a Party may disclose the other Party’s Confidential Information belonging to (including this Agreement and the Disclosing Party terms herein) to the extent (and only to the extent) such disclosure is reasonably necessary in the following instancessituations: (a) (i) filing or prosecuting DiaMedica Patents as contemplated by this Agreement; (ii) regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Development or Commercialization of a Licensed Product; (iii) prosecuting or defending litigation as contemplated by Sections 11.1-11.5 (Indemnification) or Section 15.5 (Governing Law); or (iv) subject to Section 7.29.6, complying with Applicable Laws, including regulations promulgated by securities exchanges; (b) disclosure to a Party’s Affiliates, directors, employees, agents, independent contractors, licensors, attorneys, independent accountants or financial advisors on a need-to-know basis for the sole purpose of performance of this Agreement or providing advice with respect to this Agreement; provided, that in each such case on the condition that such disclosee is bound by confidentiality and non-use obligations no less restrictive than those contained in this agreement; [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (c) disclosure of this Agreement, its terms and the status and results of Development or Commercialization activities to actual or bona fide potential investors, acquirors, (sub)licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided, that in each such case on the condition that such Persons are bound by confidentiality and non-use obligations no less restrictive than those contained in this agreement; (d) such disclosure is required by judicial or administrative process or stock exchange, provided that in such event such Party shall promptly notify the other Party in writing of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Article 9, and the Party disclosing Confidential Information pursuant to Applicable Laws or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information; and (e) disclosure pursuant to Section 9.5 and 9.6. Notwithstanding the foregoing, in the event a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to Sections 9.3(a)(i), 9.3(a)(iii) or 9.3(a)(iv), it will, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information. In any event, each Party agrees to take all reasonable action to avoid disclosure of Confidential Information of the other Party hereunder. Nothing in Sections 9.1 or 9.3 shall limit either Party in any way from disclosing to any governmental Third Party such Party’s U.S. or foreign income tax treatment and the U.S. or foreign income tax structure of the transactions relating to such Party that are based on or derived from this Agreement, as well as all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or tax structure, except to the extent that nondisclosure of such matters is reasonably necessary in order to comply with applicable non-patent law (including any securities law or regulation or laws. [***] Indicates portions of this exhibit that have been omitted and filed separately with the rules of Securities and Exchange Commission pursuant to a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary request for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessconfidential treatment.

Authorized Disclosures. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law Applicable Law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filingsRegulatory Documentation, and filing, prosecuting and enforcing patent applications Patents in connection with a Party’s rights and patents (including Bayer Patent Rights in accordance with Section 6)obligations pursuant to this Agreement; (iii) by AegerionATI in connection with exercising its rights hereunder, to its Affiliates, potential and future collaborators (including Sublicensees)Third Party licensees) subject to redaction of financial terms, the identity of Targets or Product Forms and the Research Plan, permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors18.1, investment bankers, investors, lenders, and their and each of Aegerion ATI and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer BMS in connection with exercising its rights hereunder, to its Affiliates, potential and future collaborators (including Third Party licensees), permitted acquirers or assignees under Section 10.118.1, investment bankers, investors, lenderspermitted subcontractors, and their and Bayer BMS and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i14.1(d)(i) or 7.1(c)(ii14.1(d)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii14.1(d)(iii) and 7.1(c)(ivor 14.1(d)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 Article 14 (other than investment bankers, investors and lenders, who which must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition , but in no case shall Confidential Information created after the Effective Date be disclosed to a competitor with reference to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning Target or to the Licensed Compound and its use as any of them may deem reasonably necessary for their businessfact that the data was created under this Agreement.

Authorized Disclosures. The Notwithstanding the obligations set forth in Section 10.1 (Duty of Confidence), the Receiving Party may disclose Confidential Information belonging to of the Disclosing Party and the terms of this Agreement to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) subject enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) preparing and submitting Regulatory Materials; (d) to Section 7.2the Receiving Party’s employees, by either Party directors, officers, Affiliates, actual or potential Sublicensees (or actual or potential Direct Licensees with respect to MEI), commercial partners, independent contractors, consultants, advisors, agents, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to comply with applicable exercise its rights or fulfill its obligations under this Agreement, provided, in each case, that any such Person agrees to be bound by terms of confidentiality and non-patent law use (including any securities law or regulation or the rules of a securities exchange) and with judicial processor, if in the reasonable opinion case of the Receiving Party’s counselattorneys and independent accountants, such disclosure Person is necessary for such compliance; obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 10 (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6Confidentiality; Publication); (iiie) by Aegerion, to its Affiliates, actual or potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractorsinvestors, investment bankers, investors, lenders, other financing sources or acquirors (and their attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by written terms of Aegerion confidentiality and its Affiliates’ respective directorsnon-use (or, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, in the Receiving Party shall notify the Disclosing Party case of the Receiving Party’s intent attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to make any disclosure pursuant thereto sufficiently prior to making the extent that a shorter confidentiality period is customary in the industry); and (f) such disclosure so as to allow is required by court order, judicial or administrative process or Applicable Law, provided that in such event the Receiving Party shall promptly inform the Disclosing Party adequate time of such required disclosure and provide the Disclosing Party an opportunity to take whatever action it may deem appropriate challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in provisions of this Section 7 Article 10 (other than investment bankersConfidentiality; Publication), investors and lendersthe Receiving Party shall take all steps reasonably necessary, who must be bound prior including seeking of confidential treatment or a protective order, to disclosure by commercially reasonable obligations ensure the continued confidential treatment of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their businessConfidential Information.