Common use of Authorized Disclosures Clause in Contracts

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving Party may disclose Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 11.1 and 11.5, the receiving a Party may disclose the other Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) to the extent such disclosure is reasonably necessary in the following instancesextent: (a) complying such disclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as contemplated by Article X; (ii) is reasonably necessary in connection with a lawfully issued governmental order regulatory filings for the Products in the Field consistent with this Agreement; or (iii) is made to any other requirement Third Party bound by written obligations of applicable Law confidentiality and non-use similar to produce those set forth under this Article XI, to the extent otherwise necessary or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied appropriate in connection with the requirements exercise of this Section 11.1. With respect to its rights or the performance of its obligations hereunder or under any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.Ancillary Agreement; (b) to such disclosure is reasonably necessary: (i) the receiving Party's (or to its and its Affiliates'’, Sublicensees’ and Distributors’ employees and subcontractors in connection with the exercise of its rights or the performance of its obligations hereunder or under any Ancillary Agreement; (ii) Representatives, to such Party’s directors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the receiving sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party relating to exercise its rights or perform its obligations under this Agreement, ; or (iiiii) to actual or potential investors, investors or Acquirers of such Party solely for the purpose of evaluating or carrying out a bona fide investment bankers, lenders, other financing sources in or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, acquisition of such Party; provided that, that in each case, that any (i), (ii) and (iii), such person party(ies) to whom disclosure is made under this Section 11.3(b) shall be bound by legally enforceable obligations of confidentiality and non-use obligations substantially consistent with those contained in the terms hereof. Notwithstanding the foregoingAgreement; or (c) such disclosure is required by Applicable Law, rules of a securities exchange or judicial or administrative process or is reasonably necessary for prosecuting or defending litigation under Article X or Article XIV; provided that in such event such Party (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customersextent legally permissible) shall promptly inform the other Party of such required disclosure and use reasonable efforts to provide the other Party an opportunity to challenge or limit the disclosure obligations; provided, manufacturing costsfurther that Confidential Information disclosed shall be limited to that information which is required under the relevant Applicable Law, volume of sales rule, judicial or market share of Licensor; and (B) Licensor administrative process or court or governmental order. Confidential Information that is so disclosed shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating remain otherwise subject to the customersconfidentiality and non-use provisions of this Article XI, volume provided that the Party disclosing Confidential Information in such situation shall use reasonable efforts, including seeking confidential treatment or a protective order, to seek and obtain continued confidential treatment of sales or market share of Licenseesuch Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in this Section 11.19.6, the receiving Receiving Party may disclose the Disclosing Party’s Confidential Information of the disclosing Party to the extent extent: (i) such disclosure is reasonably necessary necessary: (A) to the Receiving Party’s Representatives (including attorneys, independent accountants or financial advisors) for the sole purpose of enabling such Representatives to provide advice to such Receiving Party, provided that in each such case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement; or (B) to actual or bona fide potential investors, potential acquirors, licensees or other financial, development 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 such recipients are bound by confidentiality and non-use obligations at least as restrictive as those contained in the following instances:Agreement; (aii) complying with such disclosure is to a lawfully issued governmental Governmental Authority and necessary or desirable (A) to obtain or maintain INDs, Regulatory Approvals or Price Approval for any product (subject to the limitations of any license grant to the Receiving [***] = CONFIDENTIAL TREATMENT REQUESTED (iii) Party related to the use of such Confidential Information), within the Territory, or (B) in order to respond to inquiries, requests or any other requirement of applicable Law investigations by such Governmental Authority relating to produce Products or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any Agreement; (iv) such governmental order or requirement of applicable disclosure is required by Law, judicial or administrative process, provided that, except for disclosures governed by the receiving Party last two sentences of Section 9.6(e) below, the Receiving Party, to the extent legally permitted, shall first notify promptly inform the disclosing Disclosing Party of such order required disclosure and provide the Disclosing Party an opportunity to challenge or requirement of applicable Law so limit the disclosure obligations, provided that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is disclosed pursuant to subsection (ii) above or this subsection (iii) shall remain otherwise subject to the subject confidentiality and non-use provisions of this Section 9.6 (provided that such disclosure is not a public disclosure), and the Receiving Party shall cooperate with and reasonably assist the Disclosing Party if the Disclosing Party seeks a protective order or requirement other remedy in respect of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceedingdisclosure. With respect to In any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity)event, the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Receiving Party shall furnish only that portion of such the Confidential Information that which, in the receiving Party advice of the Receiving Party’s legal counsel, is advised by counsel is legally required responsive to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.such requirement or request; (bv) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 disclosure is reasonably necessary to exercise its rights or perform its obligations under this Agreementright to prepare, or (ii) to actual or potential investorsfile, investment bankersprosecute, lenders, other financing sources or acquirors maintain and extend Patents in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use a manner consistent with the terms hereof. Notwithstanding Patent and Know-How License Agreement, including any obligation to cooperate with the foregoingDisclosing Party therein; or (vi) necessary in order to enforce its rights under the Agreement; or (vii) in the case of Pfizer as the Receiving Party, (A) Licensee shall not disclose with respect to any Persons set forth Know-How in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating the Pfizer Assigned IP Rights which is other than that within the Group 1 Pfizer IP Rights, to the customers, manufacturing costs, volume of sales extent useful or market share of Licensor; necessary to exercise and (B) Licensor shall not disclose enjoy the rights in and to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant such Transferred Pfizer Know-How granted to Section 3.4, or relating to Pfizer under the customers, volume of sales or market share of LicenseePatent and Know-How License Agreement.

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.18.3, the receiving recipient Party may disclose Confidential Information of belonging to the disclosing other Party to the extent permitted as follows: 8.3.1 such disclosure is reasonably deemed necessary in by counsel to the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing recipient Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days be disclosed to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, ’s attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such attorneys, in each caseindependent accountants or financial advisors to provide advice to the receiving Party, have a need on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to know such Confidential Information 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; 8.3.3 disclosure by DS or a DS 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 receiving Party extent reasonably necessary to exercise its rights obtain and maintain patents or perform its obligations under authorizations; 8.3.4 disclosure by Zymeworks or a Zymeworks 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; 8.3.5 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement, Agreement (including any enforcement hereof) or (ii) to comply with applicable court orders or governmental regulations; or 8.3.6 disclosure to potential or actual investors or potential or actual acquirers or actual or potential investors, investment bankers, lenders, other financing sources or acquirors sublicensees in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided thatby such Third Parties; provided, in each case, that any such person is potential or actual investor or acquirer or sublicensee agrees to be bound by legally enforceable obligations of confidentiality and non-use obligations consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth those contained in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating this Agreement as they apply to the customers, manufacturing costs, volume of sales recipient Party. If the recipient Party is required by judicial or market share of Licensor; and (B) Licensor shall not administrative process to disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating Confidential Information that is subject to the customersnon-disclosure provisions of this Article 8, volume such Party shall promptly inform the other Party of sales the disclosure that is being sought in order to provide the other Party an opportunity to challenge or market share limit the disclosure obligations. Confidential Information that is disclosed as permitted by this Section 8.3 shall remain otherwise subject to the confidentiality and non-use provisions of Licenseethis 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 Party, to ensure the continued confidential treatment of such Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 10.1 and 10.6, the receiving Receiving Party may disclose Disclosing Party’s Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised prosecuting Patent Rights as permitted by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.this Agreement; (b) to prosecuting or defending litigation as permitted by this Agreement; (ic) complying with the receiving listing rules of any exchange on which the Receiving Party's (’s or its Affiliates'Affiliate’s securities are traded; (d) Representatives, directors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need Regulatory Materials that the Receiving Party has the right to know such Confidential Information in order for the receiving Party to exercise its rights or perform its obligations make under this Agreement, or ; (iie) to actual or potential potential: investors, investment bankersacquirors, lenders, sublicensees and other financing sources financial or acquirors in connection with commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, sublicense or collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, ; provided that, that in each case, such case on the condition that any such person is recipients are bound by legally enforceable obligations of confidentiality and non-use obligations substantially consistent with those contained in the terms hereofAgreement (except that the term may be shorter with respect to potential investors); or (f) as required by Law, judicial or administrative process, provided that in such event such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Notwithstanding Confidential Information that is disclosed pursuant to this Section 10.3(f) shall remain otherwise subject to the foregoingconfidentiality and non-use provisions of this Article 10, and the Party disclosing Confidential Information pursuant to Law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information; or (g) subject to Section 10.5, in the case of any Joint Know-How (excluding Joint Know-How consisting of (A) Licensee shall not disclose the composition of any Licensed Compound, (B) structural or SAR data for any Licensed Compound or (C) except to any Persons the extent disclosed in the joint press release set forth in subsection Exhibit B or otherwise agreed in writing by the Parties, the role of any Collaboration Target in the up-regulation of fetal hemoglobin), notwithstanding anything contained in Section 10.1 or Section 10.6, each Party shall have a right to disclose such Joint Know-How for uses other than the Development, making, having made (ii) above any information disclosed including manufacture and having manufactured), use, sale, offer for sale, import, export or made available pursuant to Section 5.2(h)(iv) or relating to other exploitation of Licensed Compounds and Products in the customers, manufacturing costs, volume Field in the Territory; provided that such Party exercises reasonable business practices in disclosing such Joint Know-How in the same manner and with the same protections as it utilizes in disclosing other of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseeits confidential information.

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.19.3, the receiving Receiving Party may disclose the Disclosing Party’s Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instancesas follows: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other such Receiving Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, ’s attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving Party, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations with respect to such Confidential Information at least as protective of the Disclosing Party and such Confidential Information as the terms of this Article 9; (b) to governmental or other regulatory agencies in order to obtain and maintain Patent Rights consistent with Article 12; (c) with respect to disclosure by Company or a Company Affiliate or sublicensee, as reasonably necessary to gain or maintain approval to conduct Clinical Trials for a Licensed Product, to obtain and maintain Regulatory Approval or to otherwise Develop, manufacture and Commercialize Licensed Products, in each case, have in accordance with this Agreement; (d) to the extent 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 the rules of any recognized stock exchange or quotation system); or (e) to potential or actual investors or potential or actual acquirers or actual or potential (sub)licensees or partners, in each case that has a good faith need to know such Confidential Information in order for the receiving Party to exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors and in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided thatby such Third Parties; provided, in each case, that any such person is potential or actual investor or acquirer or sublicensee agrees to be bound by legally enforceable obligations of confidentiality and non-use consistent obligations with respect to such Confidential Information at least as protective of the Disclosing Party and such Confidential Information as the terms of this Article 9. If the Receiving Party is required by judicial or administrative process to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the Disclosing Party an opportunity to challenge or limit the disclosure obligations, and, if requested by the Disclosing Party, cooperate in all reasonable respects with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any Persons set forth in subsection (ii) above any information such disclosure, at the Disclosing Party’s expense. Confidential Information that is disclosed or made available pursuant to as permitted by this Section 5.2(h)(iv) or relating 9.3 shall remain otherwise subject to the customersconfidentiality and non-use provisions of this Article 9, manufacturing costsand the Receiving Party shall take all steps reasonably necessary, volume including obtaining an order of sales or market share confidentiality and otherwise cooperating with the Disclosing Party, to ensure the continued confidential treatment of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseesuch Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.18.3, the receiving recipient Party may disclose Confidential Information of belonging to the disclosing other Party to the extent such disclosure is reasonably necessary in the following instancespermitted as follows: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law 8.3.1 to produce or disclose Confidential Information of the other such Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, ’s attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such attorneys, in each caseindependent accountants or financial advisors to provide advice to the receiving Party, have a need on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to know such Confidential Information 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 to gain or maintain approval to conduct Clinical Trials for the receiving Party a Product, to exercise its rights obtain and maintain Marketing Authorization or perform its obligations under to otherwise develop, manufacture and market Products in accordance with this Agreement, 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 (iiincluding any enforcement hereof) or to comply with applicable court orders or governmental regulations; or 8.3.4 disclosure to potential or actual investors, potential or actual acquirers and actual or potential investors, investment bankers, lenders, other financing sources licensees or acquirors sublicensees of the Project Arising IP in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided thatby such Third Parties; provided, in each case, that any such person is potential or actual investor or acquirer agrees to be bound by legally enforceable obligations of confidentiality and non-use obligations consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth those contained in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating this Agreement as they apply to the customers, manufacturing costs, volume of sales recipient Party. If the recipient Party is required by judicial or market share of Licensor; and (B) Licensor shall not administrative process to disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating Confidential Information that is subject to the customersnon-disclosure provisions of this Article 8, volume such Party shall promptly inform the other Party of sales the disclosure that is being sought in order to provide the other Party an opportunity to challenge or market share limit the disclosure obligations. Confidential Information that is disclosed as permitted by this Section 8.3 shall remain otherwise subject to the confidentiality and non-use provisions of Licenseethis 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 Party, to ensure the continued confidential treatment of such Confidential Information.

Authorized Disclosures. Notwithstanding (a) Neither Party shall issue any press release, trade announcement or make any other public announcement or statement with regard to the obligations set forth in Section 11.1transactions contemplated by this Agreement without the other Parties’ prior written consent. (b) In addition to disclosures permitted pursuant to Sections 10.1 and 10.2, the receiving either Party may disclose Confidential Information of belonging to the disclosing other Party or its Affiliates to the extent such disclosure is reasonably necessary in the following instances: : (ai) filing or prosecuting Licensed Patents as permitted by this Agreement; (ii) in connection with Regulatory Filings for Licensed Products; (iii) prosecuting or defending litigation as permitted by this Agreement; (iv) complying with applicable court orders, governmental regulations, or the inquiries of Regulatory Authorities; (v) in connection with an offering of securities or securities law or listing organization disclosure requirements if counsel determines that such disclosure is required; or (vi) to the extent otherwise necessary or appropriate in connection with exercising its rights and licenses or performing its obligations under this Agreement. In addition to the foregoing, Pharming acknowledges that Novartis has previously provided Licensed Compound, Licensed Product, or Licensed Know-How to one or more academic institutions (the “Novartis Collaborators”) pursuant to material transfer or clinical trial agreements, and such academic institutions may have the right to publish information relating to the Licensed Compound, Licensed Products, or Licensed Know-How. Any such disclosure in accordance with Section 10.4 will not be deemed to be a lawfully issued governmental order or any other requirement breach of applicable Law to produce or disclose Confidential Information Novartis’ obligations of confidentiality hereunder. (c) If the other Party; provided that the receiving recipient Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law required to disclose Confidential Information of the disclosing Party by law or in connection with a bona fide legal process, such disclosure will not be a breach of this Agreement; provided, that the recipient Party (which shall include any requirement of i) informs the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment as soon as reasonably practicable of the Agreement or relevant provisions thereof, required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party's reasonable cost; provided’s request and expense, further, that assists in an attempt to object to or limit the receiving Party shall furnish only that portion required disclosure or to otherwise receive “confidential” or “trade secret” treatment with respect to relevant portions of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expensedisclosure. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving The Receiving Party may disclose Confidential Information of belonging to the disclosing Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (aA) complying by either Party in order to comply with 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; (B) by either Party, in connection with prosecuting or defending litigation, documentation required by a Regulatory Authority, and filing, prosecuting and enforcing Patents in connection with a lawfully issued governmental order Party’s rights and obligations pursuant to this Agreement; (C) by Geron or AngioChem in connection with exercising its rights hereunder; or (D) by either Party to any investment bankers, investors, prospective investors, lenders, prospective lenders and other requirement of applicable Law to produce potential financing sources and Third Parties conducting due diligence in connection with any financing or disclose Confidential Information of the other Partyacquisition transaction; provided that the receiving Party shall have complied (1) with the requirements of this Section 11.1. With respect to any such governmental order disclosure of Confidential Information made pursuant to Sections 7.1.3(A) or requirement of applicable Law7.1.3(B), where reasonably possible, the receiving Receiving Party shall first notify the disclosing Disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek Receiving Party’s intent to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in make any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof disclosure pursuant thereto sufficiently prior to making such filing or disclosure and so as to allow the Parties shall use commercially reasonable efforts Disclosing Party adequate time to procure confidential treatment take whatever action it may deem appropriate to protect the confidentiality of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required information to be disclosed. Notwithstanding the foregoing, for clarity(2) with respect to any disclosure of Confidential Information made pursuant to Section 7.1.3(C), the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which any person or entity to whom any Confidential Information is disclosed shall be at the disclosing Party's cost and expense. (b) bound prior to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound disclosure by legally enforceable obligations of confidentiality and non-use consistent restrictions at least as restrictive as those contained in this Section 7.1, and (3) with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose respect to any Persons set forth in subsection (ii) above any information disclosed or disclosure of Confidential Information made available pursuant to Section 5.2(h)(iv) 7.1.3(D), any person or relating entity to the customers, manufacturing costs, volume whom any Confidential Information is disclosed must be bound prior to disclosure by commercially reasonable obligations of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseeconfidentiality.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving Each Receiving Party may disclose the other Party’s Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instancesInformation: 10.2.2.1 to its Representatives, in each case as reasonably required in connection with the performance of this Agreement, provided that (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose each Person receiving Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law must be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose at least as stringent as an equivalent in scope to any Persons those set forth in subsection this Article 10 prior to any such disclosure (iior with respect to professional service providers, that are bound by customary and reasonable obligations of confidentiality and non-use (including under any ethical or professional standards)) above prior to any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensorsuch disclosure; and (Bb) Licensor the Party making such disclosure to such Person shall not disclose be liable to the other Party for any Persons breach of such obligations by such disclosee (provided that a Party’s Representative(s) shall only be bound by the obligations set forth in subsection this Article 10 to the extent that such Representative(s) actually receives such Confidential Information); 10.2.2.2 prosecuting or defending litigation; 10.2.2.3 for regulatory, Tax or customs purposes; 10.2.2.4 for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-use prior to any such disclosure; 10.2.2.5 to any bona fide potential or actual investor (ii) above any information disclosed including limited partners), collaboration partner, licensee, sublicensee, investment banker, acquirer, provider of debt or made available pursuant to Section 3.4royalty financing, or relating other potential or actual financial partner without the consent of the other Party, provided, that such disclosure shall be made only to the customersextent customarily required to consummate or monitor such investment, volume financing transaction partnership, collaboration or acquisition and provided that each recipient of sales Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure in relation to the relevant transaction; and 10.2.2.6 in connection with any permitted assignment of this Agreement. In any event, each Party agrees to take all reasonable action to avoid unauthorized use or market share disclosure of LicenseeConfidential Information of the other Party hereunder. Notwithstanding anything in the foregoing to the contrary, Exhibit B constitutes Reata’s Confidential Information and not BXLS’s Confidential Information, and Reata may disclose Exhibit B to Third Parties as determined by Reata in its sole discretion.

Authorized Disclosures. Notwithstanding Nothing in this Agreement shall prohibit the obligations set forth in Section 11.1, the receiving Receiving Party may disclose Confidential Information of the from disclosing Party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that , as well as the receiving Party shall have complied with the requirements terms and conditions of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.Agreement: (ba) to (i) the Receiving Party’s Affiliates, employees, agents, consultants, contractors, and distributors, and to the employees, agents, consultants, contractors, and distributors of the receiving Party's (or its ’s Affiliates') Representatives, directors, consultants, attorneys, independent accountants or financial advisors who, in each case, who have a need to know such Confidential Information in order for to assist the receiving Party with the activities contemplated or required of it by this Agreement and who are subject to exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to Section ‎11.1; provided that the term of such obligations may be reduced so as to be commercially reasonable based on the circumstances; and provided further that each Party shall each remain responsible for any failure by its Affiliates, and its and its Affiliates’ employees, agents, consultants, contractors, and distributors, to treat such Confidential Information as required under this Section ‎11.3; (b) to professional advisors bound by a duty of confidentiality; (c) to Receiving Party’s investors and potential investors, acquirers, or merger candidates bound by a duty of confidentiality; (d) to Receiving Party’s clinical investigators and sublicensees and potential clinical investigators and potential sublicensees bound by a duty of confidentiality; or (e) to the extent required by court order or Applicable Law, provided that the Receiving Party provides the other Party prior written notice of the required disclosure and takes reasonable steps to limit such disclosure to the minimum required amount and to obtain, or cooperate with the terms hereofother 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 order, law, or regulation. Notwithstanding the foregoing, (A) Licensee shall not either Party may disclose to without any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or limitation such Party’s U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions relating to the customerssuch Party that are based on or derived from this Agreement, manufacturing costs, volume as well as all materials of sales any kind (including opinions or market share of Licensor; and (Bother tax analyses) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to such tax treatment or tax structure, except to the customers, volume extent that nondisclosure of sales or market share of Licenseesuch matters is reasonably necessary in order for a Party to comply with Applicable Law.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.110.1, the receiving a Party may disclose the other Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) 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 10.5, complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable LawApplicable Laws, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised including regulations promulgated by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.securities exchanges; (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under disclosure of this Agreement, its terms and the status and results of Development or (ii) Commercialization activities to actual or bona fide potential investors, investment bankersacquirors, lenders(sub)licensees, lenders and other financing sources financial or acquirors in connection with commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, (sub)license, debt transaction or collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, ; provided that, that in each case, such case on the condition that any such person is Persons are bound by legally enforceable obligations of confidentiality and non-use 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 terms hereofextent 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. Notwithstanding Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the foregoingconfidentiality and non-use provisions of this Article 10, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available and the Party disclosing Confidential Information pursuant to Section 5.2(h)(iv) Applicable Laws or relating court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the customers, manufacturing costs, volume continued confidential treatment of sales or market share of Licensorsuch Confidential Information; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.or

Authorized Disclosures. Notwithstanding Nothing in this Agreement shall prohibit the obligations set forth in Section 11.1, the receiving Receiving Party may disclose Confidential Information of the from disclosing Party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that , as well as the receiving Party shall have complied with the requirements terms and conditions of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.Agreement: (ba) to (i) the Receiving Party’s Affiliates, employees, agents, consultants, contractors, and distributors, and to the employees, agents, consultants, contractors, and distributors of the receiving Party's (or its ’s Affiliates') Representatives, directors, consultants, attorneys, independent accountants or financial advisors who, in each case, who have a need to know such Confidential Information in order for to assist the receiving Party with the activities contemplated or required of it by this Agreement and who are subject to exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to Section 11.1; provided that the term of such obligations may be reduced so as to be commercially reasonable based on the circumstances; and provided further that each Party shall each remain responsible for any failure by its Affiliates, and its and its Affiliates’ employees, agents, consultants, contractors, and distributors, to treat such Confidential Information as required under this Section 11.3; (b) to professional advisors bound by a duty of confidentiality; (c) to Receiving Party’s investors and potential investors, acquirers, or merger candidates bound by a duty of confidentiality; (d) to Receiving Party’s clinical investigators and sublicensees and potential clinical investigators and potential sublicensees bound by a duty of confidentiality; or (e) to the extent required by court order or Applicable Law, provided that the Receiving Party provides the other Party prior written notice of the required disclosure and takes reasonable steps to limit such disclosure to the minimum required amount and to obtain, or cooperate with the terms hereofother 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 order, law, or regulation. Notwithstanding the foregoing, (A) Licensee shall not either Party may disclose to without any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or limitation such Party’s U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions relating to the customerssuch Party that are based on or derived from this Agreement, manufacturing costs, volume as well as all materials of sales any kind (including opinions or market share of Licensor; and (Bother tax analyses) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to such tax treatment or tax structure, except to the customers, volume extent that nondisclosure of sales or market share of Licenseesuch matters is reasonably necessary in order for a Party to comply with Applicable Law.

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.111(c), the receiving Party may disclose Confidential Information of belonging to the disclosing other Party to the extent permitted as follows: i. such disclosure is reasonably deemed necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing disclosed to such Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, ’s attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice or services to the receiving Party in connection with this Agreement, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the receiving Party; ii. disclosure by Licensee or its Sublicensees to obtain and maintain regulatory approval or to otherwise research, develop, manufacture, commercialize and exploit Licensed Products; provided that such disclosure shall be limited to the Confidential Information reasonably necessary to be disclosed for the foregoing purposes and subject to Licensee or its Sublicensees seeking confidential protection for Confidential Information disclosed pursuant to this Section 11(c)(ii); or iii. 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, governmental regulations or applicable law (including the rules of any recognized stock exchange or quotation system), in each casecase subject to Section 11(d) or Section 11(e), have a need as applicable; or iv. disclosure to know such Confidential Information in order for the receiving Party to exercise its rights potential or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankerscollaborators, lenderslicensors, other financing sources merger partners or acquirors acquirers in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or by such third parties or, in confidential financing documentsthe case of Licensee’s actual Sublicensees, provided thatthe practice of such sublicense; provided, in each case, that (i) any such person is potential or actual disclosee agrees to be bound by legally enforceable written obligations of confidentiality and non-use consistent with those contained in this Agreement as they apply to the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection receiving Party; (ii) above any Confidential Information disclosed is limited to only information disclosed or made available pursuant for which disclosure is reasonably necessary to Section 5.2(h)(iv) or relating to accomplish the customers, manufacturing costs, volume of sales or market share of Licensorpermitted purpose; and (Biii) Licensor receiving Party shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating remain liable to the customers, volume disclosing Party for such disclosee’s use or disclosure of sales or market share such Confidential Information in any manner inconsistent with the provisions of Licenseethis Article 11.

Authorized Disclosures. Notwithstanding The restrictions contained in Section 8.2 shall not apply to Confidential Information that are: (i) made to an applicable Regulatory Authority as useful or required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) to the obligations extent necessary, (i) in connection with a proposed financing transaction, merger, acquisition or other change of control of a Party or sale of all or substantially all of the assets of a Party or (ii) subject to subcontracting provisions set forth in Section 11.1this Agreement or the License Agreement, the receiving to its Affiliates, directors, officers, employees, consultants, sublicensees of Hospira or Durect (or bona fide potential sublicensees of Hospira or Durect), vendors and clinicians, in each case under written agreements of confidentiality substantially similar or at least as restrictive as those set forth in this Agreement, who have a need to know such information in connection with a Party performing its obligations or exercising its rights under this Agreement; provided, that either Party may disclose Confidential Information of enter into such written agreements that provide for shorter timeframes for maintaining confidentiality than those set forth in this Agreement with the disclosing Party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information written consent of the other Party; (iii) otherwise required by Applicable Laws or the requirements of a major U.S. securities exchange, in the reasonable opinion of legal counsel to the receiving Party, provided that the Party disclosing such Confidential Information shall exercise its Commercially Reasonable Efforts to obtain a protective order or other reliable assurance that confidential treatment shall be accorded and if possible give the other Party a reasonable opportunity to review and comment on any such disclosure in advance thereof (but not less than five (5) business days, if possible, prior to the date of such disclosure); (iv) made in response to an order of a court of competent jurisdiction or other Regulatory Authority or any political subdivision or regulatory body thereof of competent jurisdiction; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect first have, if reasonably possible, given notice to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that and given the disclosing Party may seek Party, at such disclosing Party’s own expense, a reasonable opportunity to quash such order or to obtain an appropriate a protective order requiring that the Confidential Information or documents that is are the subject of such order or requirement of applicable Law be held in confidence by such court or Regulatory Authority or, if disclosed, be used only for the purposes for which such the order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing issued; and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that if a disclosure order is not quashed or a protective order is not obtained, the receiving Party shall furnish only that portion of such Confidential Information disclosed in response to such order shall be limited to that the receiving Party is advised by counsel information which is legally required required, in the reasonable opinion of legal counsel to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (, to be disclosed in such response to such court or its Affiliates') Representatives, directors, consultants, attorneys, independent accountants governmental order; or financial advisors who, in each case, have a need to know such [* * *] Confidential Information in order treatment has been sought for the receiving Party to exercise its rights or perform its obligations under portions of this Agreement, or (ii) . The copy filed herewith omits the information subject to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in the confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations treatment request. Omissions are designated as * * *. A complete version of confidentiality and non-use consistent this exhibit has been filed separately with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; Securities and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of LicenseeExchange Commission.

Authorized Disclosures. Notwithstanding 9.3.1 In addition to disclosures permitted under Section 9.2, Licensee may disclose Confidential Information belonging to Fennec or its Affiliates to the obligations set forth extent such disclosure is necessary in Section 11.1the following instances: (i) filing or prosecuting and maintaining patents (including the Product Patents) as permitted by this Agreement; (ii) in connection with regulatory filings for the Product; (iii) prosecuting or defending litigation as permitted by this Agreement; (iv) complying with applicable court orders or governmental regulations; or (v) to the extent otherwise necessary or appropriate in connection with exercising the license and other rights granted to it hereunder. 9.3.2 In addition, Licensee and its Affiliates and their respective sublicensees may disclose Confidential Information of Fennec or its Affiliates to Third Parties as may be reasonably necessary or useful in connection with the receiving commercialization of the Product as contemplated by this Agreement, including in connection with subcontracting transactions. 9.3.3 In addition, a Recipient Party may disclose Confidential Information of the disclosing Disclosing Party (including the existence of this Agreement) to the extent such disclosure is reasonably necessary its (i) employees, agents, contractors, consultants, and advisers, (ii) bona fide prospective or actual underwriters, lenders or acquirers, and (iii) its Affiliates and sublicensee, in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; each case provided that such persons are bound to maintain the receiving Party shall have complied with the requirements confidentiality of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate a manner consistent with the disclosing confidentiality provisions of this Agreement. 9.3.4 In the event the Recipient Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law required to disclose Confidential Information of the disclosing Disclosing Party (which including this Agreement or any provision of it) by law or pursuant to the rules of any recognized stock exchange (including, without limitation or in connection with bona fide legal process, such disclosure shall include any requirement not be a breach of this Agreement; provided, that the Recipient Party: (i) informs the Disclosing Party as soon as reasonably practicable of the disclosing required disclosure; (ii) limits the disclosure to the required purpose; (iii) at the Disclosing Party’s request and expense, assists in an attempt to object to or limit the required disclosure; and (iv) consults with the Disclosing Party on the provisions of this Agreement, together with the Schedules or other attachments attached hereto, to file this Agreement be redacted in any filings made by Fennec or Licensee with the Securities and Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing regulatory body or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised as otherwise required by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expenseApplicable Law. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1‎11.1, the a receiving Party may disclose the disclosing Party’s Confidential Information (including this Agreement and the terms herein) or Program Confidential Information to the extent: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with or by the disclosure policies of a major stock exchange; provided that the disclosing Party seeking to disclose such Confidential Information (i) uses all reasonable efforts to inform the other Party prior to making any such disclosures and cooperates with the other Party in seeking a protective order(s) or other appropriate remedy(ies) (including redaction) and (ii) whenever possible, requests confidential treatment of such information; (b) such disclosure: (i) is reasonably necessary for the Prosecution or Maintenance of Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with the preparation and filing of Regulatory Materials or maintenance of Marketing Approvals for Collaboration Products in accordance with the terms of this Agreement; (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 obligations of confidentiality and non-use substantially consistent with those set forth under this ‎ARTICLE 11, to the extent reasonably necessary in connection with the exercise of its rights or the performance of its obligations hereunder provided that the Disclosing Party take all reasonable steps to limit such disclosure of and otherwise maintain the confidentiality of the Confidential Information; (c) such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, ’s directors, consultants, attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided in each casesuch case that such directors, attorneys, independent accountants and financial advisors have a need to know such information in providing such advice and are bound by written confidentiality obligations requiring such individuals to maintain such Confidential Information in order strict confidence and not to use such Confidential Information other than for purposes of advising the receiving Party; (d) such disclosure is required by judicial or administrative process, provided that in such event the receiving Party shall promptly notify the disclosing Party in writing of such required disclosure and, to the extent possible, provide the disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this ‎ARTICLE 11, and the receiving Party disclosing Confidential Information of the disclosing Party pursuant to Law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information; or (e) such disclosure: (i) is with respect to particular terms of this Agreement that the receiving Party reasonably believes is necessary to fulfill its obligations or exercise its rights or perform its obligations under this Agreement, or (ii) is to a bona fide actual or potential investorsprospective acquirer, investment bankersunderwriter, lendersinvestor, lender or other financing sources source or acquirors in connection with potential investmenta bona fide actual or prospective collaborator, acquisitionlicensor, collaborationsublicensee, mergerlicensee or strategic partner or to an employee, public offeringdirector, due diligence or similar investigations or in confidential financing documentsagent, provided thatconsultant and adviser of such Third Party, in each case, that any such person is bound by legally enforceable obligations of case who are under an obligation or confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose respect to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.CONFIDENTIALEXECUTION COPY

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving Each Receiving Party may disclose the other Party’s Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instancesInformation: 10.2.2.1 to its Representatives, in each case as reasonably required in connection with the performance of this Agreement, provided that (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose each Person receiving Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law must be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose at least as stringent as an equivalent in scope to any Persons those set forth in subsection this Article 10 prior to any such disclosure (iior with respect to professional service providers, that are bound by customary and reasonable obligations of confidentiality and non-use (including under any ethical or professional standards)) above prior to any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensorsuch disclosure; and (Bb) Licensor the Party making such disclosure to such Person shall not disclose be liable to the other Party for any Persons breach of such obligations by such disclosee (provided that a Party’s Representative(s) shall only be bound by the obligations set forth in subsection this Article 10 to the extent that such Representative(s) actually receives such Confidential Information); 10.2.2.2 prosecuting or defending litigation; 10.2.2.3 for regulatory, tax or customs purposes; 10.2.2.4 for audit purposes, provided that each recipient of Confidential Information must be bound by customary and reasonable obligations of confidentiality and non-use prior to any such disclosure; 10.2.2.5 to any bona fide potential or actual investor (ii) above any information disclosed including limited partners), collaboration partner, licensee, sublicensee, investment banker, acquirer, provider of debt or made available pursuant to Section 3.4royalty financing, or relating other potential or actual financial partner without the consent of the other Party, provided, that such disclosure shall be made only to the customersextent customarily required to consummate or monitor such investment, volume financing transaction partnership, collaboration or acquisition and provided that each recipient of sales Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure in relation to the relevant transaction; and 10.2.2.6 in connection with any permitted assignment of this Agreement. In any event, each Party agrees to take all reasonable action to avoid unauthorized use or market share disclosure of LicenseeConfidential Information of the other Party hereunder.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 11.1 and 11.6, the receiving a Party may disclose the other Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) to the extent such disclosure is reasonably necessary in the following instancesextent: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that disclosure is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to necessary: (i) the receiving to such Party's (or its Affiliates') Representatives, ’s directors, consultants, attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, provided that in each case, have a need to know such Confidential Information case such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in order for the receiving Party to exercise its rights or perform its obligations under this Agreement; and provided [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. further that the term of confidentiality for recipients may be shorter as long as it is no less than five (5) years; or (ii) to actual or potential investors, investment bankersacquirors, lenders, licensees and other financing sources financial or acquirors in connection with commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, acquisition or collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, that in each case, that any such person is case such recipients are bound by legally enforceable obligations of confidentiality and non-use consistent with obligations at least as restrictive as those contained in the terms hereof. Notwithstanding Agreement; and provided further that the foregoingterm of confidentiality for recipients may be shorter as long as it is no less than [*] years; (b) such disclosure is to a Governmental Authority and necessary or desirable (i) to obtain or maintain INDs, (A) Licensee shall not disclose to Marketing Approvals or Pricing Approval for any Persons set forth in subsection Product within the Territory, or (ii) above any information in order to respond to inquiries, requests or investigations by such Governmental Authority relating to Products or this Agreement; (c) such disclosure is required by Law, judicial or administrative process, provided that except for disclosures governed by the last two sentence of Section 11.4, in such event such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations, provided that Confidential Information that is disclosed or made available pursuant to Section 5.2(h)(iv11.3(b) or relating this Section 11.3(c) shall remain otherwise subject to the customersconfidentiality and non-use provisions of this Article 11 (provided that such disclosure is not a public disclosure), manufacturing costs, volume of sales and the Party disclosing Confidential Information to a Governmental Authority or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4Law or court order shall cooperate with and reasonably assist the other Party (at the other Party’s cost) if the other Party seeks a protective order or other remedy in respect of any such disclosure and furnish only that portion of the Confidential Information which, in the opinion of Party’s legal counsel, is responsive to such requirement or relating request; (d) necessary in order to enforce its rights under the Agreement; or (e) such disclosure is by Sangamo and is required pursuant to the customers, volume terms of sales or market share of Licenseeany Sangamo Third Party Agreement.

Authorized Disclosures. Notwithstanding (a) On or following the obligations Effective Date, QED shall issue the press release set forth on Exhibit G. Neither Party shall issue any other press release, trade announcement or make any other public announcement or statement with regard to the transactions contemplated by this Agreement without the other Parties’ prior written consent; provided, however, that information previously disclosed in Section 11.1the press release set forth on Exhibit G may be further disclosed without restriction. Where consent is forthcoming, the receiving Parties will consult with each other regarding the content of any such press release or other announcement. The aforementioned restriction shall not apply to announcements required by any Regulatory Authority, security exchanges as required by applicable; provided that in such event the Parties shall coordinate the wording and QED shall take into consideration any requests of Novartis. (b) In addition to disclosures allowed under Section 10.1 and 10.2, either Party may disclose Confidential Information of belonging to the disclosing other Party or its Affiliates to the extent such disclosure is reasonably necessary in the following instances: : (ai) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) in connection with Regulatory Filings for Products; (iii) prosecuting or defending litigation as permitted by this Agreement; (iv) complying with a lawfully issued applicable court orders, governmental order regulations, or any the inquiries of Regulatory Authorities; (v) in connection with an offering of securities or securities law disclosure requirements if counsel determines that such disclosure is required; or (vi) to the extent otherwise necessary or appropriate in connection with exercising the license and other requirement of applicable Law rights granted to produce or it hereunder. (c) In addition, QED and its Affiliates and sublicensees may disclose Confidential Information of the other Party; provided that the receiving Party shall have complied Novartis to Third Parties as may be necessary or useful in connection with the requirements Development, manufacture or Commercialization of the Compound and/or Product(s) as permitted by this Agreement, including in connection with subcontracting transactions. (d) In addition, either Party may disclose the terms of this Section 11.1. With respect Agreement and Information pertaining to Products in connection with an assignment or potential assignment of this Agreement, a loan, financing or investment transaction, or an acquisition, merger, consolidation or similar transaction (or for such Persons to determine their interest in performing such activities or entering into such transactions), in each case on the condition that any Third Parties to whom such governmental order or requirement disclosures are made agree to be bound by confidentiality and non-use obligations no less rigorous than those contained in this Agreement (but which obligations may be of applicable Law, shorter duration for Third Parties). (e) In the receiving event the recipient Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law required to disclose Confidential Information of the disclosing Party by law or in connection with bona fide legal process, such disclosure will not be a breach of this Agreement; provided that the recipient Party (which shall include any requirement of i) informs the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment as soon as reasonably practicable of the Agreement or relevant provisions thereof, required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party's reasonable cost; provided’s request and expense, further, that assists in an attempt to object to or limit the receiving Party shall furnish only that portion required disclosure or to otherwise receive “confidential” or “trade secret” treatment with respect to relevant portions of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expensedisclosure. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.115(c), the receiving Party may disclose Confidential Information of belonging to the disclosing other Party to the extent permitted as follows: i. such disclosure is reasonably deemed necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing disclosed to such Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, ’s attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice or services to the receiving Party in connection with this Agreement, on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the receiving Party; ii. disclosure by Licensee or its Sublicensees (a) to obtain or maintain approval to conduct clinical trials for a Licensed Product, or (b) to obtain and maintain regulatory approval or to otherwise research, develop, manufacture, commercialize and exploit Licensed Products; provided that such disclosure shall be limited to the Confidential Information reasonably necessary to be disclosed for the foregoing purposes and subject to Licensee or its Sublicensees seeking confidential protection for Confidential Information disclosed pursuant to this Section 15(c)(ii); or iii. 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, governmental regulations or applicable law (including the rules of any recognized stock exchange or quotation system), in each casecase subject to Section 15(d) or Section 15(e), have a need as applicable; or iv. disclosure to know such Confidential Information in order for the receiving Party to exercise its rights potential or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankerscollaborators, lenderslicensors, other financing sources merger partners or acquirors acquirers in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or by such third parties or, in confidential financing documentsthe case of Licensee’s actual Sublicensees, provided thatthe practice of such sublicense; provided, in each case, that (i) any such person is potential or actual disclosee agrees to be bound by legally enforceable written obligations of confidentiality and non-use consistent with those contained in this Agreement as they apply to the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection receiving Party; (ii) above any Confidential Information disclosed is limited to only information disclosed or made available pursuant for which disclosure is reasonably necessary to Section 5.2(h)(iv) or relating to accomplish the customers, manufacturing costs, volume of sales or market share of Licensorpermitted purpose; and (Biii) Licensor receiving Party shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating remain liable to the customers, volume disclosing Party for such disclosee’s use or disclosure of sales or market share such Confidential Information in any manner inconsistent with the provisions of Licenseethis Section 14.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving Each Party may disclose Confidential Information of the disclosing Party and/or Program Confidential Information to the extent that such disclosure is reasonably necessary in the following instancesis: (a) complying with made in response to a lawfully issued governmental valid relevant unappealed or unappealable order of a court of competent jurisdiction or other Regulatory Authority or any other requirement political subdivision or regulatory body thereof of applicable Law to produce or disclose Confidential Information of the other Partycompetent jurisdiction; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Receiving Party shall first notify have, if reasonably possible, given notice to the disclosing Disclosing Party of and given the Disclosing Party, at such order or requirement of applicable Law so that the disclosing Party may seek Disclosing Party’s own expense, a reasonable opportunity to quash such order or to obtain an appropriate a protective order requiring that the Confidential Information and/or information developed in confidence in the performance of this Agreementor documents that is are the subject of such order or requirement of applicable Law be held in confidence by such court or Regulatory Authority or, if disclosed, be used only for the purposes for which such the order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such issued; and provided, further, that if a disclosure order that is not quashed or any other requirement of applicable Law to disclose a protective order is not obtained, the Confidential Information disclosed in response to such order shall be limited to that information which is legally required, in the opinion of legal counsel to the Receiving Party, to be disclosed in such response to such court or governmental order; b) otherwise required by Applicable Law or the pre-existing requirements of a major national securities exchange (e.g., U.S. Securities and Exchange Commission), in the opinion of legal counsel to the Receiving Party, provided that the Party disclosing Party (which shall include any requirement such Confidential Information and/or information developed in confidence in the performance of the disclosing Party to file this Agreement with the Securities Exchange Commission shall exercise its commercially reasonable efforts to obtain a protective order or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing reliable assurance that confidential treatment will be accorded and shall provide if possible give the other Party with at least a reasonable opportunity to review and comment on any such disclosure in advance thereof (but not less than five (5) Business Days to request redactions thereof Days, if possible, prior to making the date of such filing disclosure); c) made to an applicable Regulatory Authority as useful or disclosure and the Parties required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall use commercially reasonable efforts be taken to procure assure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion and narrowest possible use and disclosure of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.information; (bd) to (i) the receiving Party's (or extent necessary, and subject to subcontracting provisions set forth in this Agreement, to its Affiliates') Representatives, directors, officers, employees, consultants, attorneyssublicensees of SPA or RTU (or bona fide potential sublicensees of SPA or RTU), independent accountants vendors and clinicians, under written agreements of confidentiality substantially similar or financial advisors whoat least as restrictive as those set forth in this Agreement, in each case, who have a need to know such Confidential Information information in order for the receiving connection with a Party to exercise performing its obligations or exercising its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case; provided, that any either Party may enter into such person is bound by legally enforceable obligations of written agreements that provide for shorter timeframes for maintaining confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons than those set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to this Agreement with the customers, manufacturing costs, volume written consent of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseeother Party.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving Each Party may disclose Confidential Information and/or Information developed in confidence in the performance of the disclosing Party this Agreement to the extent that such disclosure is reasonably necessary in the following instancesis: (a) complying with made in response to a lawfully issued governmental valid relevant unappealed or unappealable order of a court of competent jurisdiction or other Regulatory Authority or any other requirement political subdivision or regulatory body thereof of applicable Law to produce or disclose Confidential Information of the other Partycompetent jurisdiction; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Receiving Party shall first notify have, if reasonably possible, given notice to the disclosing Disclosing Party of and given the Disclosing Party, at such order or requirement of applicable Law so that the disclosing Party may seek Disclosing Party’s own expense, a reasonable opportunity to quash such order or to obtain an appropriate a protective order requiring that the Confidential Information and/or Information developed in confidence in the performance of this Agreement or documents that is are the subject of such order or requirement of applicable Law be held in confidence by such court or Regulatory Authority or, if disclosed, be used only for the purposes for which such the order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such issued; and provided, further, that if a disclosure order that is not quashed or any other requirement of applicable Law to disclose a protective order is not obtained, the Confidential Information disclosed in response to such order shall be limited only to that information which is legally required, in the opinion of legal counsel to the Receiving Party, to be disclosed in such response to such court or governmental order; b) otherwise required by Applicable Law or the requirements of a major national securities exchange, in the opinion of legal counsel to the Receiving Party, provided that the Party disclosing Party (which such Confidential Information shall include any requirement of the disclosing Party exercise its commercially reasonable efforts to file this Agreement with the Securities Exchange Commission obtain a protective order or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing reliable assurance that confidential treatment will be accorded and shall provide if possible give the other Party with at least a reasonable opportunity to review and comment on any such disclosure in advance thereof (but not less than five (5) Business Days to request redactions thereof Days, if possible, prior to making the date of such filing disclosure); c) made to an applicable Regulatory Authority as useful or disclosure and the Parties required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall use commercially reasonable efforts be taken to procure assure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion and narrowest possible use and disclosure of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.information; (b) to (i) reasonably necessary in filing or prosecution of patents or other intellectual and/or industrial property rights covering the receiving manufacture, use or sale of Unoprostone or the Licensed Product(s) or (ii) reasonably necessary in defending litigation related to Licensed Patents if such litigation relates to this Agreement, and in each case of (i) and (ii), provided that the Receiving Party or Party disclosing information developed in confidence in the performance of this Agreement, if such disclosure is non-confidential, gives reasonable advance notice to the Disclosing Party's (, or other Party in the case of information developed in confidence in the performance of this Agreement, of such disclosure; and e) to the extent necessary, and subject to subcontracting provisions set forth in this Agreement, to its Affiliates') Representatives, directors, officers, employees, consultants, attorneyssublicensees of SPA or RTU (or bona fide potential sublicensees of SPA or RTU), independent accountants vendors and clinicians, under written agreements of confidentiality substantially similar or financial advisors whoat least as restrictive as those set forth in this Agreement, in each case, who have a need to know such Confidential Information information in order for the receiving connection with a Party to exercise performing its obligations or exercising its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case; provided, that any either Party may enter into such person is bound by legally enforceable obligations of written agreements that provide for shorter timeframes for maintaining confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons than those set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to this Agreement with the customers, manufacturing costs, volume written consent of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseeother Party.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving The Receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is reasonably necessary in the following instancesis: (a) complying with made in response to an order of a lawfully issued governmental order court of competent jurisdiction or other Regulatory Authority or any other requirement political subdivision or regulatory body thereof of applicable Law to produce or disclose Confidential Information of the other Partycompetent jurisdiction; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Receiving Party shall first notify have, if reasonably possible, given notice to the disclosing Disclosing Party of and given the Disclosing Party, at such order or requirement of applicable Law so that the disclosing Party may seek Disclosing Party’s own expense, a reasonable opportunity to quash such order or to obtain an appropriate a protective order requiring that the Confidential Information or documents that is are the subject of such order or requirement of applicable Law be held in confidence by such court or Regulatory Authority or, if disclosed, be used only for the purposes for which such the order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such issued; and provided, further, that if a disclosure order that is not quashed or any other requirement of applicable Law to disclose a protective order is not obtained, the Confidential Information disclosed in response to such order shall be limited to that information which is legally required, in the reasonable opinion of legal counsel to the disclosing Party Receiving Party, to be disclosed in such response to such court or governmental order; (which shall include any requirement b) otherwise required by Applicable Law or the requirements of the disclosing Party to file this Agreement with the a major national securities exchange (e.g., U.S. Securities and Exchange Commission or any other Governmental EntityCommission), in the receiving reasonable opinion of legal counsel to the Receiving Party, provided that the Party disclosing such Confidential Information shall first notify the disclosing Party in writing exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded and shall provide if possible give the other Party with at least a reasonable opportunity to review and comment on any such disclosure in advance thereof (but not less than five (5) Business Days to request redactions thereof Days, if possible, prior to making the date of such filing disclosure); (c) made to an applicable Regulatory Authority as useful or disclosure and the Parties required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall use commercially reasonable efforts be taken to procure assure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.information; (b) to (i) reasonably necessary in filing or prosecuting of Sucampo Patent Rights directed to the receiving Party's Compound or the Product or (or ii) reasonably necessary in defending litigation related to Sucampo Patent Rights if such litigation relates to this Agreement; and (e) to the extent necessary, and subject to subcontracting provisions set forth in this Agreement, to its Affiliates') Representatives, directors, officers, employees, consultants, attorneyssublicensees of Xxxxxx or Sucampo (or bona fide potential sublicensees of Xxxxxx or Sucampo), independent accountants vendors and clinicians, under written agreements of confidentiality substantially similar or financial advisors whoat least as restrictive as those set forth in this Agreement, in each case, who have a need to know such Confidential Information information in order for the receiving connection with a Party to exercise performing its obligations or exercising its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case; provided, that any either Party may enter into such person is bound by legally enforceable obligations of written agreements that provide for shorter timeframes for maintaining confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons than those set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to this Agreement with the customers, manufacturing costs, volume written consent of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseeother Party.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.113.1, the receiving Party party may disclose Confidential Information of the disclosing Party party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment prosecuting of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised patents as permitted by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.this Agreement; (b) to (i) enforcing the receiving Party's 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 file under this Agreement; (d) prosecuting or its Affiliates'defending litigation as permitted by this Agreement; (e) Representativesto the Company’s actual or potential Sublicensees, directors, consultants, attorneyscommercial partners, independent accountants or financial advisors contractors, who, in each case, have a need to know such Confidential Information in order for the receiving Party Company to exercise its rights or perform fulfill its obligations under this Agreement, provided that, in each case, any such person agrees to be bound by terms of confidentiality and non-use (or, in the case of the receiving party’s attorneys and independent accountants, such person is obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Agreement; (iif) to the Company’s 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 that, in each case, that any such person is Third Party agrees to be bound by legally enforceable obligations terms of confidentiality and non-use consistent with (or, in the terms hereof. Notwithstanding case of the foregoingreceiving party’s attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating except to the customersextent that a shorter confidentiality period is customary in the industry); or (g) such disclosure is required by court order, manufacturing costsjudicial or administrative process or law or regulation, volume provided that in such event the receiving party shall promptly inform the disclosing party of sales such required disclosure and provide the disclosing party an opportunity to challenge or market share of Licensor; and (B) Licensor limit the disclosure obligations. Confidential Information that is disclosed as required by court order, judicial or administrative process or law or regulation shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating remain otherwise subject to the customersconfidentiality and non-use provisions of this Agreement, volume and the receiving party shall take all steps reasonably necessary, including seeking of sales confidential treatment or market share a protective order, to ensure the continued confidential treatment of Licensee.such Confidential Information

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.111.1 and Section 11.5, the receiving a Party may disclose the other Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) to the extent such disclosure is reasonably necessary in the following instancessituations: (a) (i) the prosecution and maintenance of 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; or (iii) subject to Section 11.6, complying with Applicable Laws, including regulations promulgated by securities exchanges; (b) disclosure of this Agreement, its terms and the status and results of Pre-Option Development, Development, or Commercialization activities to actual or bona fide potential investors, acquirors, (sub)licensees, lenders and other financial or commercial partners 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 on the condition that such Persons are bound by confidentiality and non-use obligations consistent with this Agreement or customary for such type and scope of disclosure; (c) such disclosure is required by judicial or administrative process, 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 11, 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 lawfully issued governmental order protective order, to ensure the continued confidential treatment of such Confidential Information; or (d) disclosure pursuant to Section 11.5 and Section 11.6. 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 Section 11.3(a)(ii) or Section 11.3(a)(iii), 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 other requirement event, each Party agrees to take all reasonable action to avoid disclosure of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of hereunder. Nothing in Section 11.1 or this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party 11.3 shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing limit either Party in any such proceeding. With respect way from disclosing to any Third Party such order that is not quashed Party’s U.S. or any other requirement of applicable Law to disclose Confidential Information foreign income Tax treatment and the U.S. or foreign income Tax structure of the disclosing transactions relating to such Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission that are based on or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under derived from this Agreement, as well as all materials of any kind (including opinions or (iiother Tax analyses) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customerssuch Tax treatment or Tax structure, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating except to the customers, volume extent that nondisclosure of sales or market share of Licenseesuch matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.111.1 and Section 11.7, the receiving Receiving Party may disclose the Disclosing Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) to the extent extent: (a) such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to necessary: (i) the receiving to such Party's (or its Affiliates') Representatives, ’s directors, consultants, attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party; provided, that in each case, have a need to know such Confidential Information case (x) such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in order this Agreement and (y) the term of confidentiality for such recipients may be shorter than the receiving Party to exercise its rights or perform its obligations under period set forth in this Agreement, Agreement as long as it is no less than [**] from the date of disclosure; or (ii) to actual or potential investors, investment bankersacquirors, lendersor, other financing sources [**], solely for the purpose of evaluating or acquirors in connection with carrying out an actual or potential investment, acquisitionacquisition or collaboration; provided, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, that in each case, that any such person is case (x) such recipients are bound by legally enforceable obligations of confidentiality and non-use consistent with obligations at least as restrictive as those contained in the terms hereof. Notwithstanding Agreement and (y) the foregoing, (A) Licensee shall not disclose to any Persons term of confidentiality for recipients may be shorter than the period set forth in subsection this Agreement as long as commercially reasonable under the circumstances; (b) such disclosure is to a Governmental Authority and necessary or desirable (i) to obtain or maintain INDs or Regulatory Approvals for any Licensed Product within the Territory, (ii) above any information in order to respond to inquiries, requests or investigations by such Governmental Authority relating to Licensed Products or this Agreement, or (iii) upon the Disclosing Party’s consent, in connection with the filing, prosecution and maintenance of Patent Rights as permitted by this Agreement; (c) such disclosure is required by Applicable Laws or judicial or administrative process, subject to Section 11.4 with respect to disclosures regarding the terms, existence of, or performance under this Agreement, and provided, that (i) except for disclosures governed by Section 11.4, in such event such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations, (ii) Confidential Information that is disclosed or made available pursuant to Section 5.2(h)(iv11.3(b) or relating this Section 11.3(c) shall remain otherwise subject to the customersconfidentiality and non-use provisions of this Article 11 (provided, manufacturing coststhat such disclosure is not a public disclosure), volume of sales or market share of Licensor; and (Biii) Licensor the Party disclosing Confidential Information shall not disclose to cooperate with and reasonably assist the other Party ([**]) if the other Party seeks a protective order or other remedy in respect of any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.such disclosure and furnish

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving The Receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is reasonably necessary in the following instancesis: (a) complying with made in response to an order of a lawfully issued governmental order court of competent jurisdiction or other Regulatory Authority or any other requirement political subdivision or regulatory body thereof of applicable Law to produce or disclose Confidential Information of the other Partycompetent jurisdiction; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Receiving Party shall first notify have, if reasonably possible, given notice to the disclosing Disclosing Party of and given the Disclosing Party, at such order or requirement of applicable Law so that the disclosing Party may seek Disclosing Party’s own expense, a reasonable opportunity to quash such order or to obtain an appropriate a protective order requiring that the Confidential Information or documents that is are the subject of such order or requirement of applicable Law be held in confidence by such court or Regulatory Authority or, if disclosed, be used only for the purposes for which such the order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing issued; and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that if a disclosure order is not quashed or a protective order is not obtained, the receiving Party shall furnish only that portion of such Confidential Information disclosed in response to such order shall be limited to that the receiving Party is advised by counsel information which is legally required required, in the reasonable opinion of legal counsel to the Receiving Party, to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.disclosed in such response to such court or governmental order; (b) otherwise required by Applicable Law or the requirements of a major national securities exchange (e.g., U.S. Securities and Exchange Commission), in the reasonable opinion of legal counsel to the Receiving Party, provided that the Party disclosing such Confidential Information shall exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded and if possible give the other Party a reasonable opportunity to review and comment on any such disclosure in advance thereof (but not less than […***…], if possible, prior to the date of such disclosure); (c) made to an applicable Regulatory Authority as useful or required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall be taken to assure confidential treatment of such information; (i) reasonably necessary in filing or prosecuting of Sucampo Patent Rights directed to the receiving Party's Compound or the Product in the Field in the Territory or (or ii) reasonably necessary in defending litigation related to Sucampo Patent Rights in the Territory if such litigation relates to this Agreement; and (e) to the extent necessary, and subject to sublicensing and subcontracting provisions set forth in this Agreement, to its Affiliates') Representatives, directors, officers, employees, consultants, attorneysadvisors, independent accountants sublicensees or financial advisors whosubcontractors of Xxxxxx or Sucampo, *Confidential Treatment Requested under written agreements of confidentiality substantially similar to and at least as restrictive as those set forth in each casethis Agreement, who have a need to know such Confidential Information information in order for the receiving connection with a Party to exercise performing its obligations or exercising its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth The restrictions contained in Section 11.1, the receiving Party may disclose 10.3 shall not apply to Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instancesthat are: (a) complying made to an applicable Regulatory Authority as useful or required in connection with any filing, application or request for Regulatory Approval for a Licensed Product; provided that reasonable measures shall be taken to assure confidential treatment of such information; (b) to the extent necessary, (i) in connection with a lawfully issued governmental order proposed financing transaction, merger, acquisition or any other requirement change of applicable Law control of a Party or sale of all or substantially all of the assets of a Party or (ii) subject to produce subcontracting provisions set forth in this Agreement, to its Affiliates, directors, officers, employees, consultants, sublicensees of Hospira or disclose Confidential Information Durect (or bona fide potential sublicensees of Hospira or Durect), vendors and clinicians who have a need to know such information in connection with a Party performing its obligations or exercising its rights under this Agreement, in each case under written agreements of confidentiality substantially similar or at least as restrictive as those set forth in this Agreement; provided, that either Party may enter into such written agreements that provide for shorter timeframes for maintaining confidentiality than those set forth in this Agreement with the written consent of the other Party; (c) otherwise required by Applicable Laws or the requirements of a major U.S. securities exchange, in the reasonable opinion of legal counsel to the receiving Party, provided that the Party disclosing such Confidential Information shall exercise its Commercially Reasonable Efforts to obtain a protective order or other reliable assurance that confidential treatment shall be accorded and if possible give the other Party a reasonable opportunity to review and comment on any such disclosure in advance thereof (but not less than [* * *] Business Days, if possible, prior to the date of such disclosure); (d) made in response to an order of a court of competent jurisdiction or other Regulatory Authority or any political subdivision or regulatory body thereof of competent jurisdiction; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect first have, if reasonably possible, given notice to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that and given the disclosing Party may seek Party, at such disclosing Party’s own expense, a reasonable opportunity to quash such order or to obtain an appropriate a protective order Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. requiring that the Confidential Information or documents that is are the subject of such order or requirement of applicable Law be held in confidence by such court or Regulatory Authority or, if disclosed, be used only for the purposes for which such the order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing issued; and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that if a disclosure order is not quashed or a protective order is not obtained, the receiving Party shall furnish only that portion of such Confidential Information disclosed in response to such order shall be limited to that the receiving Party is advised by counsel information which is legally required required, in the reasonable opinion of legal counsel to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's , to be disclosed in such response to such court or governmental order; or (e) is reasonably necessary in filing or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, prosecuting of Product Patent Rights or (ii) reasonably necessary in defending litigation related to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any Product Patent Rights if such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose litigation relates to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseethis Agreement.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 13.1 and 13.5, the receiving a Party may disclose the other Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) to the extent such disclosure is reasonably necessary in the following instancesextent: (a) complying such disclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with a lawfully issued governmental order regulatory filings for Collaboration Products; (iii) is reasonably necessary for the prosecuting or defending litigation as contemplated by this Agreement; or (iv) is made to any other requirement Third Party bound by written obligation of applicable Law confidentiality and non-use substantially consistent with to produce those set forth under this Article 13 (subject to subsection (b) below with respect to [ * ]), to the extent otherwise necessary or disclose appropriate in connection with the exercise of its rights or the performance of its obligations hereunder; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. (b) such disclosure is to [ * ], does not include the disclosure of Confidential Information of the other Party; provided that the receiving Party shall have complied with relating to [ * ], and otherwise meets the requirements of this Section 11.1. With respect to any such governmental order or requirement subsection (a) above, in which case the Party [ * ] may agree with [ * ] of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party no less than [ * ] and in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosedevent no less than [ * ]. Notwithstanding the foregoing, for clarity, the Parties agree [ * ] Party may request that each the other Party shall seek confidential treatment of Exhibit A, A-1 and A-2grant a waiver to such requirement, which waiver shall not be at the disclosing Party's cost unreasonably withheld or delayed and expense.may be provided by e-mail. Each Party agrees to use Diligent Efforts to respond to a request for such a waiver within [ * ] Business Days; (bc) to such disclosure is reasonably necessary: (i) the receiving to such Party's (or its Affiliates') Representatives, ’s directors, consultants, attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party (ii) to any vendor of such Party for the sole purpose to calculate any royalty payment obligations hereunder, provided that in each casesuch case on the condition that such directors, have a need to know such Confidential Information attorneys, independent accountants, financial advisors and vendors are bound by confidentiality and non-use obligations substantially consistent with those contained in order for the receiving Party to exercise its rights or perform its obligations under this Agreement, ; or (ii) to actual or potential investors, investment bankersacquirors, lenders, (sub)licensees and other financing sources financial or acquirors in connection with commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, acquisition or collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, ; provided that, that in each case, such case on the condition that any such person is Persons are bound by legally enforceable obligations of confidentiality and non-use obligations substantially consistent with those contained in the terms hereofAgreement; or (d) such disclosure is required by judicial or administrative process, 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. Notwithstanding Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the foregoingconfidentiality and non-use provisions of this Article 13, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available and the Party disclosing Confidential Information pursuant to Section 5.2(h)(iv) law or relating court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the customers, manufacturing costs, volume continued confidential treatment of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseesuch Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 10.1 and 10.5, the receiving a Party may disclose the other Party’s Confidential Information and the terms of the disclosing Party this Agreement to the extent such disclosure is reasonably necessary in the following instancesextent: (a) complying such disclosure: (i) is reasonably necessary for the filing or prosecuting of Patent Rights as contemplated by this Agreement; (ii) is reasonably necessary in connection with a lawfully issued governmental order Regulatory Filings for Products; (iii) is reasonably necessary for the prosecuting or defending litigation as contemplated by this Agreement; or (iv) is made to any other requirement Third Party bound by written obligation of applicable Law confidentiality and non-use similar to produce those set forth under this Article 10, to the extent otherwise necessary or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied appropriate in connection with the requirements exercise of this Section 11.1its rights or the performance of its obligations hereunder; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law coversHAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expenseIF PUBLICLY DISCLOSED. (b) to such disclosure is reasonably necessary: (i) the receiving to such Party's (or its Affiliates') Representatives, ’s directors, consultants, attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided in each casesuch case that such directors, have a need to know such Confidential Information attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations substantially consistent with those contained in order for the receiving Party to exercise its rights or perform its obligations under this Agreement; provided, however, that the term of confidentiality for such directors, attorneys, independent accountants and financial advisors shall be no less than [***]; or (ii) to actual or potential investors, investors and/or acquirers solely for the purpose of evaluating an actual or potential investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, such case that any such person is actual or potential investors and/or acquirers are bound by legally enforceable obligations of confidentiality and non-use obligations substantially consistent with those contained in the terms hereofAgreement; provided, however, that the term of confidentiality for such actual or potential investors and/or acquirers shall be no less than [***]; (c) such disclosure is required by judicial or administrative process, provided that in such event such Party shall promptly inform the other Party of such required disclosure and shall provide the other Party an opportunity to challenge or limit the disclosure obligations. Notwithstanding Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the foregoingconfidentiality and non-use provisions of this Article 10, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available and the Party disclosing such Confidential Information pursuant to Section 5.2(h)(ivlaw 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 (d) such disclosure is deemed necessary or relating advisable by a Party to be disclosed to its Affiliates or sublicensees, agent(s), consultant(s) and/or other Third Parties in furtherance of the customersDevelopment, manufacturing costsmanufacture and/or commercialization of the Licensed Compound and/or Products and in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that are substantially consistent with those confidentiality and non-use provisions contained in this Agreement; provided, volume however, that the term of sales or market share of Licensor; and (B) Licensor confidentiality for such Third Parties shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseebe no less than [***].

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 7.1 and 7.5, the receiving a Party may disclose the other Party’s Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instancesextent: (a) complying such disclosure is reasonably necessary: (i) for the filing, prosecution and enforcement of Patent Rights as contemplated by this Agreement; (ii) as reasonably required in generating Regulatory Materials and filing for and obtaining Regulatory Approvals as permitted by this Agreement; (iii) for the prosecuting or defending litigation as contemplated by this Agreement; or (iv) for disclosure to Third Parties bound by written obligation of confidentiality and non-use no less stringent than those set forth under this Article 7 and only to the extent necessary or appropriate in connection with a lawfully issued governmental order the exercise of its rights or any other requirement the performance of applicable Law to produce or disclose Confidential Information of the other Partyits obligations hereunder; provided that the receiving such Party shall have complied with the requirements remain responsible and be liable for any violation of such confidentiality provisions by any such Third Party who receives Confidential Information pursuant to this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity7.3(a)(iv), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.; (b) to such disclosure is reasonably necessary: (i) the receiving to such Party's (or its Affiliates') Representatives, ’s directors, 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 sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to exercise its rights or perform its obligations under this Agreement, provide advice to such Party; or (ii) to actual or bona-fide potential investors, investment bankersacquirors, lenderssecuritization partners, licensees, sublicensees and other financing sources financial or acquirors in connection with commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaborationcollaboration or exercising its rights under this Agreement; provided that such Party shall remain responsible and be liable for any violation of such confidentiality provisions by any such Third Party who receives Confidential Information pursuant to this Section 7.3(b); (c) such disclosure is required by applicable Laws, merger, public offering, due diligence judicial or similar investigations or in confidential financing documentsadministrative process, provided that, that in each case, such event such Party shall promptly inform the other Party of such required disclosure and provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that any such person is bound by legally enforceable obligations of disclosed pursuant to this Section 7.3(c) shall remain otherwise subject to the confidentiality and non-use consistent provisions of this Article 7, and the Party disclosing Confidential Information pursuant to Law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order to ensure the continued confidential treatment of such Confidential Information; (d) Licensor may disclose Confidential Information to its Third Party licensors as necessary to comply with such applicable Upstream Agreements; (e) a Party may disclose this Agreement and its terms in securities filings with the terms hereof. Notwithstanding U.S. Securities Exchange Commission or any national or regional securities exchange in any jurisdiction (each, a “Securities Regulator”) or other Government Authorities to the foregoing, (A) Licensee shall not disclose to any Persons extent required by Law after complying with the procedure set forth in subsection this Section 7.3. In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (iiand in any event, no less than [***] after receipt of such confidential treatment request and proposed redactions) above any give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Laws. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of the Agreement as represented by the redacted version reviewed by the other Party; and (f) each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with a Securities Regulator) of certain material developments or material information disclosed or made available pursuant to Section 5.2(h)(iv) or relating generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and provided further that (except to the customersextent that the Party seeking disclosure is required to disclose such information to comply with Law) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, manufacturing costswithin [***] of such Party’s providing the copy, volume that the public disclosure of sales or market share previously undisclosed information will materially adversely affect the Development and/or Commercialization of Licensor; the Licensed Product, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. If and (B) Licensor whenever any Confidential Information is disclosed in accordance with this Section 7.3, such disclosure shall not disclose cause any such information to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant cease to Section 3.4be Confidential Information for purposes of this Agreement, or relating except to the customers, volume extent that such disclosure results in a public disclosure of sales or market share such information (other than by breach of Licenseethis Agreement).

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 10.1 and 10.5, the receiving a Party may disclose the other Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) to the extent such disclosure is reasonably necessary in the following instancessituations: (ai) the Patent Prosecution of Five Prime 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; or (iii) subject to Section 10.6, complying with Applicable Laws, including regulations promulgated by securities exchanges; (b) 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, lenders and other financial or commercial partners 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 on the condition that such Persons are bound by confidentiality and non-use obligations consistent with this Agreement or customary for such type and scope of disclosure; (c) such disclosure is required by judicial or administrative process, 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 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 lawfully issued governmental order protective order, to ensure the continued confidential treatment of such Confidential Information; (d) such disclosure is by Five Prime and is required to comply with its obligations to Third Party licensors, including Upstream Licensors; or (e) disclosure pursuant to Section 10.5 and 10.6. 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 10.3(a)(ii) or 10.3(a)(iii), 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 other requirement event, each Party agrees to take all reasonable action to avoid disclosure of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party hereunder. Nothing in Sections 10.1 or 10.3 shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing limit either Party in any such proceeding. With respect way from disclosing to any Third Party such order that is not quashed Party’s U.S. or any other requirement of applicable Law to disclose Confidential Information foreign income Tax treatment and the U.S. or foreign income Tax structure of the disclosing transactions relating to such Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission that are based on or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under derived from this Agreement, as well as all materials of any kind (including opinions or (iiother Tax analyses) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customerssuch Tax treatment or Tax structure, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating except to the customers, volume extent that nondisclosure of sales or market share of Licenseesuch matters is reasonably necessary in order to comply with applicable securities laws.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.112.1, the receiving each Receiving Party may disclose Confidential Information of the disclosing other Party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such 12.2.1 filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised prosecuting Patents as permitted by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or prosecuting or defending litigation as permitted by this Agreement; 12.2.2 complying with Applicable Law, including to obtain and maintain Marketing Approval of the Licensed Products as permitted by this Agreement, and complying with applicable court orders or governmental regulations, including regulations promulgated by securities exchanges on which the securities of the Receiving Party are listed (ii) or to actual or potential investorswhich an application for listing has been submitted); 12.2.3 disclosure to its Representatives, investment bankers, lenders, other financing sources or acquirors in each case on a need-to-know basis in connection with potential investmentthe Receiving Party’s Development (including research under the Research Plans), acquisitionManufacture, collaborationor Commercialization of any ETB, merger, public offering, due diligence Development Candidate or similar investigations or Licensed Product in confidential financing documents, provided thataccordance with the terms of this Agreement, in each case, case provided that any such person disclosure is bound covered by legally enforceable obligations terms of confidentiality and non-use at least as restrictive as those set forth herein; and 12.2.4 disclosure to its actual and bona fide potential investors, lenders or other financing sources, acquirors, licensees, and Sublicensees for the purpose of evaluating or carrying out an actual or potential investment, loan, financing, acquisition, or collaboration, in each case provided that such disclosure is covered by terms of confidentiality and non-use that are materially consistent with the terms hereofthose set forth herein. Notwithstanding the foregoing, (A) Licensee shall not disclose in the event a Receiving Party is required to make or otherwise will make a disclosure of the other Party’s Confidential Information pursuant to Section 12.2.1 or Section 12.2.2, it will, to the extent possible, give reasonable advance notice to the other Party of such disclosure and comply with all reasonable requests of the other Party with respect to maintaining confidence of such Confidential Information, and in any Persons set forth event the Receiving Party will use the same diligent efforts to secure confidential treatment of such Confidential Information as the Receiving Party would use to protect its own Confidential Information, but in subsection (ii) above no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information and any information disclosed or made available pursuant to this Section 5.2(h)(iv) or relating shall remain Confidential Information and subject to the customers, manufacturing costs, volume foregoing provisions of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseethis ARTICLE 12.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving Each Receiving Party may disclose Confidential Information of disclosed to it by the disclosing Disclosing Party to the extent (and only to the extent) that such disclosure by the Receiving Party is reasonably necessary in the following instances: (ai) regulatory filings; (ii) prosecuting or defending litigation; (iii) complying with a lawfully issued applicable governmental order or any other requirement of applicable Law to produce or disclose Confidential Information laws and regulations (including the rules and regulations of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities and Exchange Commission or any other Governmental Entity)national securities exchange or laws and regulations) and with judicial process, if in the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment opinion of the Agreement or relevant provisions thereofReceiving Party’s counsel, at the disclosing Party's reasonable costsuch disclosure is necessary for such compliance; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.and (biv) to (i) disclosure, in connection the receiving Party's (’s performance of its obligations or exercise of its rights under this Agreement and solely on a “need-to-know basis”, to Affiliates') Representatives, directorspotential sub-sublicensees and sub-sublicensees, potential donors and donors, research collaborators, employees, consultants, attorneyscontractors or agents, independent accountants or financial advisors who, in each case, have a need of whom prior to know such Confidential Information in order for the receiving Party to exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is disclosure must be bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose substantially equivalent in scope to any Persons those set forth in subsection this Section 17 (iithe duration of such obligations being at least for the duration of the agreement with such other Person and a period of ten (10) above years thereafter, or indefinitely with respect to all Confidential Information that constitutes trade secrets (including, without limitation, any information disclosed Licensed Manufacturing Know-How, including the content of the Technical Transfer Package, and the content of Licensor’s European Union and United States cefiderocol regulatory filings received or made accessed by Sublicensee, and any other trade secrets of the Licensor, including all Confidential Information that is of a technical nature, is identifiable and substantial, and has commercial value because it is not publicly available), for so long as the relevant trade secrets do not become publicly available pursuant to Section 5.2(h)(iv) or relating other than as a result of a fault attributable to the customersreceiving Party or to such other Person; provided, manufacturing costshowever, volume of sales or market share of Licensor; and (B) Licensor shall not disclose that the Receiving Party will remain responsible for any failure by any such Person who receives Confidential Information to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to treat such Confidential Information as required under this Section 3.4, or relating to the customers, volume of sales or market share of Licensee17.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.110.1 (Duty of Confidence), the receiving Receiving Party may disclose Confidential Information of the disclosing Disclosing Party and the terms of this Agreement 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: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment prosecuting of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised Patents as permitted by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.this Agreement; (b) to (i) enforcing the receiving Receiving Party's (’s rights under this Agreement or its Affiliates') Representatives, directors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for performing the receiving Party to exercise its rights or perform its Receiving Party’s obligations under this Agreement, ; (c) in Regulatory Filings for Licensed Products that such Party has the right to file under this Agreement; (d) prosecuting or defending litigation as permitted by this Agreement; (iie) to actual or potential investors, investment bankers, lenders, other financing sources sources, acquirers, licensees or acquirors Sublicensees (and attorneys and independent accountants thereof) in connection with potential investment, acquisition, license, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents, provided that; provided, in each case, that any such person is Third Party agrees to be bound by legally enforceable obligations terms of confidentiality and non-use consistent with (or, in the terms hereof. Notwithstanding case of the foregoingReceiving Party’s attorneys and independent accountants, such Third Party is obligated by applicable professional or ethical obligations) that are no less stringent than those contained in this Agreement (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating except to the customersextent that a shorter confidentiality period is customary in the industry); and (f) such disclosure is required by court order, manufacturing costsjudicial or administrative process or Applicable Laws; provided that in such event the Receiving Party shall promptly inform the Disclosing Party of such required disclosure and provide the Disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed as required by court order, volume of sales judicial or market share of Licensor; and (B) Licensor administrative process or Applicable Laws shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating remain otherwise subject to the customersconfidentiality and non-use provisions of this ARTICLE 10 (Confidentiality; Publication), volume and the Receiving Party shall take all steps reasonably necessary, including seeking of sales confidential treatment or market share a protective order, to ensure the continued confidential treatment of Licenseesuch Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving The Receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is reasonably necessary in the following instancesis: (a) complying with made in response to an order of a lawfully issued governmental order court of competent jurisdiction or other Regulatory Authority or any other requirement political subdivision or regulatory body thereof of applicable Law to produce or disclose Confidential Information of the other Partycompetent jurisdiction; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Receiving Party shall first notify have, if reasonably possible, given notice to the disclosing Disclosing Party of and given the Disclosing Party, at such order or requirement of applicable Law so that the disclosing Party may seek Disclosing Party’s own expense, a reasonable opportunity to quash such order or to obtain an appropriate a protective order requiring that the Confidential Information or documents that is are the subject of such order or requirement of applicable Law be held in confidence by such court or Regulatory Authority or, if disclosed, be used only for the purposes for which such the order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such issued; and provided, further, that if a disclosure order that is not quashed or any other requirement of applicable Law to disclose a protective order is not obtained, the Confidential Information disclosed in response to such order shall be limited to that information which is legally required, in the reasonable opinion of legal counsel to the disclosing Party Receiving Party, to be disclosed in such response to such court or governmental order; (which shall include any requirement b) otherwise required by Applicable Law or the requirements of the disclosing Party to file this Agreement with the a major national securities exchange (e.g., Japan or U.S. Securities and Exchange Commission or any other Governmental EntityCommission), in the receiving reasonable opinion of legal counsel to the Receiving Party, provided that the Party disclosing such Confidential Information shall first notify the disclosing Party in writing exercise its Commercially Reasonable Efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded and shall provide if possible give the other Party with at least a reasonable opportunity to review and comment on any such disclosure in advance thereof (but not less than five (5) Business Days to request redactions thereof Days, if possible, prior to making the date of such filing disclosure); (c) made to an applicable Regulatory Authority in any country in the Territory as useful or disclosure and the Parties required in connection with any filing, application or request for Regulatory Approval; provided that reasonable measures shall use commercially reasonable efforts be taken to procure assure confidential treatment of such information; (d) reasonably necessary in filing or prosecuting of Sucampo Patent Rights directed to the Agreement Compound or relevant provisions thereofthe Licensed Product in the applicable country in the Territory or (ii) reasonably necessary in defending litigation related to Sucampo Patent Rights in the applicable country or jurisdiction in the Territory if such litigation relates to this Agreement, at the disclosing Party's reasonable cost; provided, further, provided that the receiving Party shall furnish only that portion of such Confidential Information that the receiving other Party is advised by counsel is legally required informed and consulted at least thirty (30) days prior to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense.disclosure where possible; and (be) to (i) the receiving Party's (or extent necessary, and subject to sublicensing and subcontracting provisions set forth in this Agreement, to its Affiliates') RepresentativesAffiliates and Sublicensees, and its and their directors, officers, employees, consultants, attorneyscontractors or subcontractors, independent accountants or financial advisors whounder written agreements of confidentiality substantially similar to and at least as restrictive as those set forth in this Agreement, in each case, who have a need to know such Confidential Information information in order for the receiving connection with a Party to exercise performing its obligations or exercising its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth in (a) In addition to disclosures allowed under Section 11.111.2, the receiving Party each Party, its Affiliates and sublicensees may disclose the other Party’s Confidential Information of the disclosing Party to the extent such disclosure is reasonably necessary in the following instances: : (ai) filing or prosecuting Patent Rights as contemplated by this Agreement; (ii) in connection with Regulatory Filings for Products and Combination Products; (iii) prosecuting or defending litigation as contemplated by this Agreement; (iv) complying with a lawfully issued applicable court orders or governmental regulations; or (v) to the extent otherwise necessary or appropriate in order to fulfill its obligations or any other requirement exercise its rights hereunder. (b) In addition, Novartis and its Affiliates and sublicensees may disclose Conatus Know-How which constitutes Confidential Information of applicable Law Conatus to produce Third Parties as may reasonably useful or necessary in connection with the research, Development, manufacture or Commercialization of the Product(s) as contemplated by this Agreement, including in connection with sublicensing and subcontracting transactions, provided that such disclosee are bound by obligations of confidentiality and non-use at least as equivalent in scope as those set forth in this Article 11 prior to such disclosure. (A) Conatus and its Affiliates may disclose Confidential Information of Novartis and the other Party; provided that the receiving Party shall have complied with the requirements terms of this Section 11.1. With respect Agreement to any such governmental order bona fide potential or requirement of applicable Lawactual investors, consultants, advisors, subject to entering into the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party confidentiality obligations described below. Any disclosure made by Conatus pursuant to this Section 11.3(c) may seek only be made to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence orpersons who have, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect prior to any such order that disclosure, agreed in writing to be bound by confidentiality obligations no less strict than those set forth herein. (d) In the event the recipient Party is not quashed or any other requirement of applicable Law 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 (which shall include any requirement of i) informs the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment as soon as reasonably practicable of the Agreement or relevant provisions thereof, required disclosure; (ii) limits the disclosure to the required purpose; and (iii) at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost ’s request and expense, assists in an attempt to object to or limit the required disclosure. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.19.3, the receiving recipient Party may disclose Confidential Information of (including the disclosing Party Agreement) belonging to the extent other Party: i. if such disclosure is reasonably deemed necessary in by counsel to the following instances: (a) complying with a lawfully issued governmental order recipient Party to be disclosed to such Party’s attorneys, independent accountants or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Lawfinancial advisors, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which sole purpose of enabling such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, attorneys, independent accountants or financial advisors whoto provide advice to the recipient Party, in each case, have a need to know on the condition that such Confidential Information in order for the receiving Party to exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is Persons are bound by legally enforceable obligations of confidentiality and non-use obligations consistent with the terms confidentiality provisions of this Agreement as they apply to the recipient Party; ii. to governmental or other regulatory agencies in order to obtain and maintain Patent Rights consistent with Article 8, or by Dicerna or a Dicerna Affiliate or Sublicensee (or by Alnylam or an Alnylam Affiliate or Sublicensee, following Alnylam’s exercise of the Alnylam Commercialization Option with regards to a Product) to gain or maintain approval to conduct Clinical Trials for a Product in the Field, to obtain and maintain Marketing Authorization or to otherwise Research, Develop, make (including formulate), Commercialize and otherwise exploit Products in the Field, but provided that such disclosure may be only to the extent reasonably necessary to obtain and maintain Patent Rights, Marketing Authorizations or other approvals; iii. to the extent required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to comply with applicable court orders or governmental regulations; iv. if the recipient Party is required by judicial or administrative process to disclose Confidential Information that is subject to the customersnon-disclosure provisions of this Article 9, manufacturing costsin which case 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 9.3 shall remain otherwise subject to the confidentiality and non-use provisions of this Article 9, volume and the Party disclosing || Confidential Information as permitted by this Section 9.3 shall take all steps reasonably necessary, including obtaining an order of sales confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such Confidential Information; v. if the recipient Party is required to make a disclosure by law, regulation or market share legal process, including by the rules or regulations of Licensor; any tax authority, the United States Securities and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4Exchange Commission, or relating any other similar regulatory agencies in a country other than the United States or of any stock exchange or other securities trading institution. In such event, a Party disclosing Confidential Information of the other Party under this Section 9.3.5 shall disclose only such Confidential Information of such other Party as is required to be disclosed; or vi. if such disclosure is to the customersrecipient Party’s bona fide potential or existing collaborators, volume financial partners, investors, acquirers or lenders, the recipient Party may disclose the terms of sales this Agreement to such collaborators, financial partners, investors, acquirers or market share lenders who have executed a non-disclosure agreement restricting such collaborators, financial partners, investor, acquirer or lender to use the terms of Licenseethis Agreement solely for purposes of, and to the extent necessary for, evaluating the potential or existing collaboration, financial partnership, investment, acquisition or financing, restricting access to such individuals as may need to know the information for such evaluation, and strictly prohibiting disclosure of such terms by the prospective or existing collaborators, financial partners, investor, acquirer, or lender.

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.18.3, the receiving recipient Party may disclose Confidential Information of belonging to the disclosing other Party to the extent permitted as follows: 8.3.1 such disclosure is reasonably deemed necessary in by counsel to the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing recipient Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days be disclosed to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, ’s attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such attorneys, in each caseindependent accountants or financial advisors to provide advice to the receiving Party, have a need on the condition that such attorneys, independent accountants and financial advisors are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to know such Confidential Information 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; 8.3.3 disclosure by a Party or its Related Parties to gain or maintain approval to conduct Clinical Trials for a Product (or with respect to Zymeworks, any other Zymeworks Product), to obtain and maintain Marketing Authorization or to otherwise develop, manufacture and market Products (or with respect to Zymeworks, any other Zymeworks Products), but such disclosure may be only to the receiving Party extent reasonably necessary to exercise its rights obtain and maintain patents or perform its obligations under authorizations; 8.3.4 disclosure required in connection with any judicial or administrative process relating to or arising from this Agreement, Agreement (including any enforcement hereof) or to comply with applicable court orders or governmental regulations (ii) or the rules of any recognized stock exchange or quotation system); or 8.3.5 disclosure to potential or actual investors or potential or actual acquirers or actual or potential investors, investment bankers, lenders, other financing sources or acquirors sublicensees in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided thatby such Third Parties; provided, in each case, that any such person is potential or actual investor or acquirer or sublicensee agrees to be bound by legally enforceable obligations of confidentiality and non-use obligations consistent with those contained in this Agreement as they apply to the terms hereofrecipient Party. Notwithstanding If the foregoingrecipient Party is required by judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Article 8, (A) Licensee shall not disclose to any Persons as set forth in subsection (ii) above any information Section 8.3.4, 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 or made available pursuant to as permitted by this Section 5.2(h)(iv) or relating 8.3 shall remain otherwise subject to the customersconfidentiality and non-use provisions of this Article 8, manufacturing costsand the Party disclosing Confidential Information as permitted by this Section 8.3 shall take all steps reasonably necessary, volume including obtaining an order of sales or market share confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseesuch Confidential Information.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the a receiving Party may disclose the disclosing Party’s Confidential Information (including this Agreement and the terms herein) or Program Confidential Information to the extent: (a) if required by law, rule or governmental regulation, including as may be required in connection with any filings made with or by the disclosure policies of a major stock exchange; provided that the disclosing Party seeking to disclose such Confidential Information (i) uses all reasonable efforts to inform the other Party prior to making any such disclosures and cooperates with the other Party in seeking a protective order(s) or other appropriate remedy(ies) (including redaction) and (ii) whenever possible, requests confidential treatment of such information; (b) such disclosure: (i) is reasonably necessary for the Prosecution or Maintenance of Patents as contemplated by this Agreement; (ii) is reasonably necessary in connection with the preparation and filing of Regulatory Materials or maintenance of Marketing Approvals for Collaboration Products in accordance with the terms of this Agreement; (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 obligations of confidentiality and non-use substantially consistent with those set forth under this ARTICLE 11, to the extent reasonably necessary in connection with the exercise of its rights or the performance of its obligations hereunder provided that the Disclosing Party take all reasonable steps to limit such disclosure of and otherwise maintain the confidentiality of the Confidential Information; (c) such disclosure is reasonably necessary in the following instances: (a) complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, ’s directors, consultants, attorneys, independent accountants or financial advisors whofor the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the receiving Party, provided in each casesuch case that such directors, attorneys, independent accountants and financial advisors have a need to know such information in providing such advice and are bound by written confidentiality obligations requiring such individuals to maintain such Confidential Information in order strict confidence and not to use such Confidential Information other than for purposes of advising the receiving Party; (d) such disclosure is required by judicial or administrative process, provided that in such event the receiving Party shall promptly notify the disclosing Party in writing of such required disclosure and, to the extent possible, provide the disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this ARTICLE 11, and the receiving Party disclosing Confidential Information of the disclosing Party pursuant to Law or court order shall take all steps reasonably necessary, including seeking of confidential treatment or a protective order, to ensure the continued confidential treatment of such Confidential Information; or (e) such disclosure: (i) is with respect to particular terms of this Agreement that the receiving Party reasonably believes is necessary to fulfill its obligations or exercise its rights or perform its obligations under this Agreement, or (ii) is to a bona fide actual or potential investorsprospective acquirer, investment bankersunderwriter, lendersinvestor, lender or other financing sources source or acquirors in connection with potential investmenta bona fide actual or prospective collaborator, acquisitionlicensor, collaborationsublicensee, mergerlicensee or strategic partner or to an employee, public offeringdirector, due diligence or similar investigations or in confidential financing documentsagent, provided thatconsultant and adviser of such Third Party, in each case, case who are under an obligation or confidentiality with respect to such information that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with no less stringent than the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth of this ARTICLE 11 but of duration customary in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licenseeconfidentiality agreements entered into for a similar purpose.

Authorized Disclosures. Notwithstanding the obligations set forth in (a) In addition to disclosures allowed under Section 11.112.1, the receiving each Party may disclose Confidential Information of belonging to the disclosing other Party to the extent such disclosure is reasonably necessary in the following instances: : (ai) filing or prosecuting Patent Rights as permitted by this Agreement; (ii) regulatory filings for Products such Party has a license or right to develop hereunder; (iii) prosecuting or defending litigation as permitted by this Agreement; (iv) complying with a lawfully issued applicable court orders or governmental order regulations; and (v) disclosure (A) to existing and potential consultants, investors, bankers, lawyers, accountants, agents or any other requirement Third Parties in connection with due diligence or similar investigations by such Third Parties, or (B) to existing and potential licensees or sublicensees, or (C) in the case of applicable Law to produce or disclose Confidential Information Infinity, disclosure of results of the other PartyResearch Program to Third Parties as reasonably necessary to develop and commercialize Licensed Compounds and Products; provided provided, in each case described in clauses (v)(A) or (B), that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order consultant, investor, banker, lawyer, accountant, agent, licensee, sublicensee or requirement Third Party is bound to maintain the confidentiality of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate a manner consistent with the disclosing Party in confidentiality provisions of this Agreement. (b) In the event Infinity or any such proceeding. With respect of its Affiliates discloses Intellikine Confidential Information to any Regulatory Authority to obtain Marketing Authorization for any Product and/or Licensed Compound, or discloses such order that information in connection with the filing of a patent application or the prosecution and maintenance of any patent, Infinity shall inform Intellikine as soon as reasonably practicable of the disclosure and use reasonable efforts to obtain confidential treatment for such disclosure to the extent permitted by law or regulation. (c) In the event the recipient Party is not quashed or any other requirement of applicable Law required to disclose Confidential Information of the disclosing Party by law, including to comply with any order of any court or governmental or regulatory authority, such disclosure shall not be a breach of this Agreement; provided that the recipient Party (which shall include any requirement of i) informs the disclosing Party as soon as reasonably practicable of the required disclosure, (ii) takes all reasonable and lawful actions to file obtain confidential treatment for such disclosure and 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. (d) In the event of a disclosure of this Agreement with or the Securities Exchange Commission terms hereof as required by law, governmental regulation or the rules of any other Governmental Entity)recognized stock exchange or quotation system, the receiving Parties shall coordinate with each other with respect to the timing, form and content of such required disclosure to the extent practicable under the circumstances, and, if so requested by the other Party, the Party subject to such obligation shall first notify use reasonable commercial efforts to obtain an order protecting to the maximum extent possible the confidentiality of such provisions of this Agreement as reasonably requested by the other Party. If the Parties are unable to agree on the form or content of any required disclosure, such disclosure shall be limited to the minimum required, as determined by the disclosing Party in writing and shall provide the other Party consultation with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expenseits legal counsel. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under this Agreement, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating to the customers, volume of sales or market share of Licensee.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1Sections 10.1 and 10.5, the receiving a Party may disclose the other Party’s Confidential Information of (including this Agreement and the disclosing Party terms herein) to the extent such disclosure is reasonably necessary in the following instancessituations: (ai) the Patent Prosecution of Five Prime 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; or (iii) subject to Section 10.6, complying with Applicable Laws, including regulations promulgated by securities exchanges; (b) 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, lenders and other financial or commercial partners 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 on the condition that such Persons are bound by confidentiality and non-use obligations consistent with this Agreement or customary for such type and scope of disclosure; CONFIDENTIAL EXECUTION (c) such disclosure is required by judicial or administrative process, 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 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 lawfully issued governmental order protective order, to ensure the continued confidential treatment of such Confidential Information; (d) such disclosure is by Five Prime and is required to comply with its obligations to Third Party licensors, including Upstream Licensors; or (e) disclosure pursuant to Section 10.5 and 10.6. 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 10.3(a)(ii) or 10.3(a)(iii), 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 other requirement event, each Party agrees to take all reasonable action to avoid disclosure of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party hereunder. Nothing in Sections 10.1 or 10.3 shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing limit either Party in any such proceeding. With respect way from disclosing to any Third Party such order that is not quashed Party’s U.S. or any other requirement of applicable Law to disclose Confidential Information foreign income Tax treatment and the U.S. or foreign income Tax structure of the disclosing transactions relating to such Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission that are based on or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, 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 exercise its rights or perform its obligations under derived from this Agreement, as well as all materials of any kind (including opinions or (iiother Tax analyses) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, that any such person is bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to the customerssuch Tax treatment or Tax structure, manufacturing costs, volume of sales or market share of Licensor; and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4, or relating except to the customers, volume extent that nondisclosure of sales or market share of Licensee.such matters is reasonably necessary in order to comply with applicable securities laws. 50 CONFIDENTIAL EXECUTION

Authorized Disclosures. Notwithstanding the obligations set forth in Subject to this Section 11.18.3, the receiving recipient Party may disclose Confidential Information of (including the disclosing Party Agreement) belonging to the extent other Party: 8.3.1 if such disclosure is reasonably deemed necessary in by counsel to the following instances: (a) complying with a lawfully issued governmental order recipient Party to be disclosed to such Party’s attorneys, independent accountants or any other requirement of applicable Law to produce or disclose Confidential Information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 11.1. With respect to any such governmental order or requirement of applicable Lawfinancial advisors, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, be used only for the purposes for which sole purpose of enabling such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarity, the Parties agree that each Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for provide advice to the receiving Party to exercise its rights or perform its obligations under this AgreementParty, or (ii) to actual or potential investors, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided that, in each case, on the condition that any such person is Persons are bound by legally enforceable obligations of confidentiality and non-use obligations consistent with the terms confidentiality provisions of this Agreement as they apply to the recipient Party. 8.3.2 to governmental or other regulatory agencies in order to obtain and maintain Patent Rights consistent with Article 7, or by Lilly or a Lilly Affiliate or Sublicensee to gain or maintain approval to conduct Clinical Trials for a Compound or Product, to obtain and maintain Marketing Authorization or to otherwise Research, Develop, make (including formulate), Commercialize and otherwise exploit Compounds or Products, but provided that such disclosure may be only to the extent reasonably necessary to obtain and maintain Patent Rights, Marketing Authorizations or other approvals. 8.3.3 to the extent required in connection with any judicial or administrative process relating to or arising from this Agreement (including any enforcement hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 5.2(h)(iv) or relating to comply with applicable court orders or governmental regulations. 8.3.4 if the recipient Party is required by judicial or administrative process to disclose Confidential Information that is subject to the customersnon-disclosure provisions of this Article 8, manufacturing costsin which case 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 non-use provisions of this Article 8, volume and the Party disclosing Confidential Information as permitted by this Section 8.3 shall take all steps reasonably necessary, including obtaining an order of sales confidentiality and otherwise cooperating with the other Party, to ensure the continued confidential treatment of such Confidential Information. 8.3.5 if the recipient Party is required to make a disclosure by Law, regulation or market share legal process, including by the rules or regulations of Licensor; any tax authority, the United States Securities and (B) Licensor shall not disclose to any Persons set forth in subsection (ii) above any information disclosed or made available pursuant to Section 3.4Exchange Commission, or relating any other similar regulatory agencies in a country other than the United States or of any stock exchange or other securities trading institution. In such event, a Party disclosing Confidential Information of the other Party under this Section 8.3.5 shall disclose only such Confidential Information of such other Party as is required to be disclosed. 8.3.6 if such disclosure is to Centrexion’s bona fide potential or existing investors, acquirers or lenders, Centrexion may disclose the terms of this Agreement to such investors, acquirers or lenders who have executed a non-disclosure agreement restricting such investor, acquirer or lender to use the terms of this Agreement solely for purposes of, and to the customersextent necessary for, volume evaluating the potential or existing investment, acquisition or financing, restricting access to such individuals as may need to know the information for such evaluation, and strictly prohibiting disclosure of sales such terms by the prospective or market share of Licenseeexisting investor, acquirer, or lender.

Authorized Disclosures. Notwithstanding the obligations set forth in Section 11.1, the receiving The Receiving Party may disclose Confidential Information of the disclosing Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (a) 7.2.1 filing or prosecuting Patents as permitted by this Agreement; 7.2.2 establishing or enforcing the Receiving Party’s rights under this Agreement; 7.2.3 prosecuting or defending litigation as permitted by this Agreement; 7.2.4 complying with a lawfully issued valid order of a court or other governmental order body having jurisdiction or with applicable Laws, including those regulations promulgated by any other requirement of applicable Law to produce or disclose Confidential Information of the other Partysecurities exchange in any jurisdiction; provided that the receiving Receiving Party shall have complied shall, except where impracticable or prohibited by law, give reasonable advance notice to the Disclosing Party of the required disclosure, and, at the Disclosing Party’s request and expense, cooperate with the requirements of this Section 11.1. With respect Disclosing Party’s efforts to any contest such governmental order or requirement of applicable Lawrequired disclosure, the receiving Party shall first notify the disclosing Party of such order or requirement of applicable Law so that the disclosing Party may seek to quash such order or to obtain an appropriate a protective order preventing or limiting the disclosure or requiring that the Confidential Information that is the subject of such order or requirement of applicable Law be held in confidence or, if disclosed, so disclosed be used only for the purposes for which such order was issued disclosure is required, or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with the disclosing Party in any such proceeding. With respect to any such order that is not quashed or any obtain other requirement of applicable Law to disclose Confidential Information of the disclosing Party (which shall include any requirement of the disclosing Party to file this Agreement with the Securities Exchange Commission or any other Governmental Entity), the receiving Party shall first notify the disclosing Party in writing and shall provide the other Party with at least five (5) Business Days to request redactions thereof prior to making such filing or disclosure and the Parties shall use commercially reasonable efforts to procure confidential treatment of the Agreement or relevant provisions thereof, at the disclosing Party's reasonable cost; provided, further, that the receiving Party shall furnish only that portion of such Confidential Information that the receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding the foregoing, for clarityIn any event, the Parties agree that each Receiving Party shall seek confidential treatment of Exhibit A, A-1 and A-2, which shall be at the disclosing Party's cost and expense. (b) to (i) the receiving Party's (or its Affiliates') Representatives, directors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know disclose only such Confidential Information in as it is required by such order or applicable Law to be so disclosed and shall only disclose such Confidential Information for the receiving Party purpose and to exercise its rights the entity(ies) required by such order or perform its obligations under this Agreementapplicable Law; 7.2.5 in the case of VirBio, or (ii) disclosure to actual or potential investorsSublicensees, investment bankers, lenders, other financing sources or acquirors in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations or in confidential financing documents, provided thatprovided, in each case, that any such person is Sublicensee has agreed in writing to be bound by legally enforceable obligations of confidentiality and non-use consistent with the terms hereof. Notwithstanding the foregoing, (A) Licensee shall not disclose to any Persons at least as stringent as those set forth in subsection this Article 7, and that the Confidential Information so disclosed shall remain subject to this Article 7; 7.2.6 disclosure of [***], provided, in each case, that: (iia) above any information disclosed or made available pursuant such Third Party agrees in writing to Section 5.2(h)(iv) or relating to the customers, manufacturing costs, volume be bound by reasonable obligations of sales or market share of Licensor; confidentiality and (B) Licensor shall not disclose to any Persons non-use at least as stringent as those set forth in subsection this Article 7, (iib) above any information in the case of disclosure by Xencor, [***], (c) in the case of disclosure by VirBio, [***], and (d) the Confidential Information so disclosed or made available pursuant shall remain subject to Section 3.4, or relating this Article 7; and 7.2.7 in addition to the customersauthorized disclosures set forth in clauses 7.2.1 — 7.2.6, volume the Parties agree that each Party’s obligations with respect to Confidential Information shall not apply to: (a) information that is in the public domain at the time of sales disclosure hereunder or market share which subsequently comes within the public domain through no fault of Licenseeor action by the Receiving Party; (b) information that is in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party hereunder, as evidenced by the Receiving Party’s prior written records; (c) information that is obtained, after the date hereof, by the Receiving Party from any Third Party that is lawfully in possession of such information without obligation of confidentiality and not in violation of any contractual or legal obligation with respect to such information; and (d) information that is independently developed by the Receiving Party, after the date hereof, without the aid, application, use of or reference to information provided by the Disclosing Party, in each such case as evidenced by contemporaneous written records.