Common use of CONFIDENTIAL TREATMENT REQUESTED Clause in Contracts

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL shall exert its reasonable efforts to notify VAXIN of any material safety issues concerning the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of the Disclosing Party, and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information of the other Party to the extent (a) required by law, rule, regulation or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b), such disclosure is made to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment of such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8.

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL shall exert its reasonable efforts to notify VAXIN of any material safety issues concerning the PER.C6® CELLSINFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of the Disclosing Party, and shall not be AS AMENDED. used by Recipient other than Magenta for the express purposes licensed under outlined in this Agreement and may not be disclosed or distributed in any form to any individual or entity without prior written approval of BTMB. Improper use and disclosure of Individually Identifying Data is a material breach of this Agreement and will subject Magenta to contract damages and possible liability to third parties injured by Magenta’s failure to comply with the requirements of this Section 13. In the event of an Individually Identifying Data breach, Magenta shall: (i) provide BTMB with the name and contact information for an employee of Magenta who shall serve as BTMB’s primary security contact [***]; (ii) notify BTMB of a Individually Identifying Data security breach as soon as practicable, but no later than [***] after Magenta becomes aware of it; and (iii) notify BTMB of any Individually Identifying Data security breaches by phone and e-mail via Magenta’s primary business contact with BTMB. The notification obligation shall include, to the exercise extent possible, the identification of each individual whose unsecured Individually Identifying Data has been, or is reasonably believed by Magenta to have been, accessed, acquired, used, or disclosed during the Individually Identifying Data security breach. Additionally, at least annually, Magenta shall conduct site audits of the Recipient’s rights information technology and information security controls for all facilities used in complying with its obligations under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, including, but no less than not limited to, obtaining a reasonable degree of carenetwork-level vulnerability assessment performed by a recognized third-party audit firm based on the recognized industry best practices. Information which is disclosed orally or otherwise than in tangible form Magenta shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure liable for any and a written summary is provided to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing all liabilities and provided to the Recipient prior to or at the time of disclosure damages caused by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a its breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information of the other Party to the extent (a) required by law, rule, regulation or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b), such disclosure is made to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment of such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided set forth in this Article 8Section.

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL shall exert its reasonable efforts connection with any MacroGenics Pipeline Asset or MacroGenics Combination Regimen (and including, for clarity, any MacroGenics Combination Study (including translational data related thereto, pre-clinical data and other data related to notify VAXIN of any material safety issues concerning the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) Development activities conducted pursuant to this Agreement shall be if suitably marked or designated in tangible formAgreement, deemed but excluding pre-clinical data that is solely related to the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of Licensed Compound after the Disclosing PartyStudy Transition Date), and shall not be used by Recipient other than for the purposes licensed under this Agreement and for Ongoing Clinical Study (prior to the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses Study Transition Date)); provided, in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: each case ((a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information of the other Party to the extent (a) required by law, rule, regulation or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b)) however, that the reviewing Party shall have the right to review all proposed publications with respect to the Licensed Compound or Licensed Products (including as a component of a Monotherapy Regimen or a MacroGenics Combination Regimen) prior to submission of such disclosure publication, for the purposes of identifying any relevant intellectual property or Confidential Information belonging in whole or in part to the reviewing Party and recommending any changes the reviewing Party reasonably believes are necessary to preserve any such intellectual property or Confidential Information. The publishing Party shall provide reviewing Party with a copy of the applicable proposed abstract, manuscript, or presentation no less than [**] ([**] in the case of abstracts) prior to its intended submission for publication. The reviewing Party shall respond in writing promptly and in no event later than [**] after receipt of the proposed material with one or more of the following: (i) comments on the proposed material, which the publishing Party will consider in good faith but is not obligated to accept ([**], for any such publications made or proposed to be made before the earlier of Licensed Compound Approval or [**] after the Effective Date, to the extent required [**] to the proposed material (x) [**] or [**] and (y) may be incorporated consistent with the [**], MacroGenics shall [**]); or (ii) any concerns regarding patentability or protection of its Confidential Information. In the event of concern over Patent protection, the publishing Party agrees not to submit such publication or to make such presentation that contains such information until the reviewing Party is given a reasonable period of time, and in no event less than [**], to seek Patent protection for any material in such purpose publication or presentation which it believes is patentable. Subject to Section 11.3, any Confidential Information of the reviewing Party shall, absent the prior written consent of the reviewing Party, be removed by the publishing Party from such publication or presentation. In the case of conference abstracts and that other rapid scientific communications, the Recipient makes Parties will use reasonable efforts to obtain confidential treatment of such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided complete the review process in this Article 8[**] or less.

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL Brightmail’s use, (and Brightmail shall exert contractually require and enforce the same with the Authorized Sublicensee’s use) the of such trademarks and logos will be in accordance with Symantec’s trademark policies and usage guidelines in effect from time to time. Brightmail is obligated to comply with the following and to contractually require its reasonable efforts Authorized Sublicensees to notify VAXIN of any material safety issues concerning do the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of the Disclosing Partyfollowing, and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information name Symantec as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right beneficiary of these contractual requirements and enforce the following provisions on behalf of Symantec: (i) Any co-branding of products, marketing materials or other communications that refer to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information functionality or the existence of the other Party Licensed Product shall state “Powered by Symantec” and be subject to the extent co-branding guidelines that Symantec provides to Brightmail, as modified, from time to time, in Symantec’s sole discretion, as well as Symantec’s general trademark guidelines, attached hereto as Exhibit D, both as modified, from time to time, in Symantec’s sole discretion; provided that any Authorized Sublicensee shall have up to thirty (a30) required business days after receipt by lawBrightmail of updated guidelines to update any marketing materials and to cease distributing marketing materials that are no longer in compliance with such new guidelines, rule(ii) the initial user interface in the version of the Brightmail’s software offering, regulation provided as part of its BMI Service (or court order; Service in reference to an Authorized Sublicensee), must contain the words “Powered by Symantec” and the wording “Powered by Symantec” will be present in the footer of all warning pages or messages concerning notice of virus detection in all versions of Brightmail’s software offering as part of the BMI Service (b) as necessary or Service in connection with obtaining regulatory approval of products; reference to an Authorized Sublicensee), and (ciii) to potential or actual investors or corporate partners, provided that Authorized Sublicensee shall not make any false representations as to disclosures under Section 8.3(a) the relationship of Symantec to the Authorized Sublicensee, concerning the Licensed Product, or concerning the source of the Services offered by the Authorized Sublicensee. Further, if any Authorized Sublicensee has any concerns about compliance, Brightmail should inform them that they may contact Symantec’s Legal Department directly to obtain review and (b)approval. Notwithstanding the foregoing, Brightmail and its Authorized Sublicensees may do general marketing using common industry descriptive words that indicate the existence of virus detection, but which are general references to the Service and/or BMI Service and do not mention or otherwise reference the components, features or technical aspects of the Licensed Products, such disclosure as, but not limited to, “Internet services with virus detection”, “e-mail virus scanning”, “e-mail virus filter services” and/or “e-mail protection and such others as fall within the foregoing requirements, without including the Symantec logos and trademarks, as required above. Brightmail agrees and acknowledges that no description of any BMI Service provided or offered by Brightmail or Service by its Authorized Sublicensees shall in any sense mislead the consumer into believing that the Licensed Product portion of such BMI Service and/or Service is made created or owned by any party other than Symantec and that Symantec shall make the final determination of such on any such issues, in its sole discretion. Brightmail shall contractually require its Authorized Sublicensees to comply with all of the foregoing obligations and name Symantec as a third party beneficiary of the contracts it enters into with Authorized Sublicensee. Symantec shall solely control all litigation matters and related decisions, and be responsible for such costs, in regards to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment subject matter of such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8provision.

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL Each party shall exert its reasonable efforts have the right to notify VAXIN audit the books and records of any material safety issues concerning the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant solely relating to this Agreement upon reasonable notice and at its’ expense, not more frequently than annually for a period of 6 years after each payment and to take extracts from and/or make copies of such records (provided that such extracts are treated as Proprietary Information). Each party shall maintain for a period of 6 years after each payment all books, records, accounts, and technical materials regarding its activities in connection herewith sufficient to determine and confirm all amounts payable to the other party and all compliance with all other material obligations hereunder. Upon a party’s request and with reasonable notice, the other party will permit one or more representatives of an auditor or agent of the requesting party’s choice to examine and audit, during normal business hours, such books, records, accounts, documentation and materials, and take extracts therefrom or make copies thereof (provided that such extracts or copies are treat as Proprietary Information) for the purpose of verifying the correctness of payments made pursuant hereto and/or compliance with the other material obligations hereunder. Unless otherwise agreed by the parties in writing, such examination shall be if suitably marked or designated in tangible formmaterial accordance with generally accepted accounting principles. To the extent such examination discloses an underpayment not disputed as set forth in 12(b), deemed below, the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information audited party shall pay any unpaid delinquent amounts within ten days of the Disclosing Partyother party’s request. To the extent such examination discloses an underpayment of the greater of 5% or $15,000, the audited party shall fully reimburse the other party, promptly upon demand, for the reasonable fees and disbursements due the auditor for such audit; provided that such prompt payment shall not be used by Recipient in lieu of any other than for remedies or rights available to such other party hereunder. In all other events, all fees and expenses of the purposes licensed auditing party’s auditor or agent under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form Section shall be considered Proprietary Information if: (a) paid by auditing party. If an audit reveals an overpayment, the information is identified as confidential at auditing party shall promptly notify the time other and shall pay the amount of disclosure and a written summary is provided any such overpayment to the Recipient other party within twenty (20) ten days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information of the other Party to the extent (a) required by law, rule, regulation or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b), such disclosure is made to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment of such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8.

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL premature publication or dissemination of results of the activities hereunder. ImmunoGen agrees that, except as required by Applicable Laws, it shall exert its reasonable efforts to notify VAXIN of any material safety issues concerning the PER.C6® CELLS, which issues are raised by the FDA (not publish or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvalspresent, or impact materially clinical trials permit to be published or commercialization presented, the results of VACCINE. 8.1 All documentsthe Development, materials manufacture, use and know-how which Commercialization of a Licensed Product without the prior review by and approval of Millennium. Millennium shall provide to ImmunoGen the opportunity to review each of Millennium’s proposed abstracts, manuscripts or presentations (including, without limitation, information to be presented verbally) that contain ImmunoGen’s Confidential Information or disclose any unpatented Technology within the Licensed Intellectual Property at least [***] days prior to its intended presentation or submission for publication, and Millennium agrees, upon written request from ImmunoGen given within such [***]-day period, not to submit such abstract or manuscript for publication or to make such presentation until ImmunoGen is given up to [***] days [***] from the date of such written request to seek appropriate patent protection for any unpatented Technology disclosed in such publication or presentation that it reasonably believes may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked patentable. Once such abstracts, manuscripts or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” presentations have been reviewed and, thereforewhere applicable, considered confidential information of the Disclosing approved by each Party, and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure abstracts, manuscripts or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 8.2 This confidentiality obligation shall presentations do not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law have to be disclosed; or (e) is or was brought provided again to the Recipient’s attention by a third party who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information of the other Party for review for a later submission for publication. Each Party also shall have the right to require that any of its Confidential Information that is disclosed in any such proposed publication or presentation be deleted prior to such publication or presentation. In any permitted publication or presentation by a Party, the extent (a) other Party’s contribution shall be duly recognized, and co-authorship shall be determined in accordance with customary industry standards. ImmunoGen agrees that, except as required by lawApplicable Laws, ruleit shall not publish or present, regulation or court order; (b) as necessary in connection with obtaining regulatory approval permit to be published or presented, the results of products; and (c) to potential the Development, manufacture, use or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b), such disclosure is made to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment of such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8.ImmunoGen/Millennium Confidential

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL shall exert its reasonable efforts to notify VAXIN of any material safety issues concerning the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related does not include information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of the Disclosing Party, and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information ifthat: (a) the information is identified as confidential at the time of disclosure and a written summary is provided receiving party can demonstrate was known by receiving party prior to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure thereof by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Partydisclosing party; (b) subsequently becomes publicly properly came into the possession of receiving party from a third party which was not known and/or published through no fault to be under any obligation to maintain the confidentiality of the Recipientsuch information; (c) is independently developed without use or reference to has become part of the Disclosing Party’s Proprietary Informationpublic domain through no act or fault on the part of the receiving party in breach of this Agreement; or (d) receiving party can demonstrate was independently developed by or for receiving party without the use of Confidential Information. (b) The receiving party (i) will maintain and protect the confidentiality of such Confidential Information and not disclose such to any third party nor use it in any way not contemplated by this Agreement, (ii) will formulate and adopt appropriate safeguards in light of its own operating activities as is necessary to ensure protection of the confidentiality of such information, and (iii) may disclose the Confidential Information only to its employees who require access in performance of work for and on behalf of it, provided that such disclosure shall be made only after the employee to whom such disclosure is to be made has been advised of the confidential nature of such information, and has agreed to maintain its confidentiality. (c) The receiving party shall not make any copies of any of the disclosing party's Confidential Information, except as reasonably required to perform this Agreement, and shall return (or purge or destroy, in those cases where it is not technologically feasible to return such information) any such Confidential Information including, without limitation, those portions of notes, memoranda, electronic media, records, plans, sketches or other documents containing the disclosing party's Confidential Information within thirty days after the termination or expiration of this Agreement. The foregoing prohibition on disclosure shall not apply to the extent that disclosure of Confidential Information to proper legal and regulatory authorities is required by operation law or regulation. In the event the receiving party receives a request to disclose all or any part of law the Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction or by a governmental body, the receiving party agrees to: (a) notify the disclosing party promptly of such request; and (b) cooperate with the disclosing party's efforts to be disclosed; seek a protective order or other judicial relief. (d) To the extent that the Confidential Information is a copyrighted or trademarked work of the disclosing party, the receiving party shall, as reasonably directed by disclosing party, maintain all applicable copyright notices, trademarks, and proprietary legends on such Confidential Information and all copies thereof. (e) is Except as otherwise contemplated or was brought permitted by this Agreement, IIS shall not: (i) copy the Quotesmith Licensed Software; (ii) modify or alter the Quotesmith Licensed Software in any way, or merge it with another product; or (iii) sell, lease, sublicense, or otherwise distribute the Quotesmith Licensed Software to the Recipient’s attention by a third party who has a legal right to do soany other person, firm or entity. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information of the other Party to the extent (af) required by law, rule, regulation or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b), such disclosure is made to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment of such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided Nothing in this Article 8Agreement precludes IIS from developing its own rating and quoting engines or databases so long as it does not violate its confidentiality obligations herein.

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 promptly notify and consult with CRUCELL in its efforts to resolve any such issues with the FDA or other Governmental Authorities shall be considered to constitute a failure to comply with a material condition or covenant of this Agreement. 4.3.3 CRUCELL shall exert its reasonable efforts to notify VAXIN COMPANY of any material safety issues concerning the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 5 CONFIDENTIALITY 5.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of the Disclosing Party, and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. [To be modified in final agreement to allow Vaxin to disclose to manufacturer and vice versa without breaching this Agreement.] 8.2 5.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 8.3 5.3 Notwithstanding Sections 8.1 5.1 and 8.26.2, the Recipient may disclose Proprietary Information of the other Party to the extent (a) required by law, rule, regulation or court order; and (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b), such disclosure is made to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment of such disclosure where available; . [To be modified in final form to allow disclosures between Vaxin and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8its manufacturer.]

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL employee may observe as part of an audit or similar procedure, shall exert its be deemed "Confidential Information" hereunder. (b) Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing, shall implement reasonable efforts procedures to notify VAXIN of any material safety issues concerning prohibit the PER.C6® CELLSdisclosure, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvalsunauthorized duplication, misuse, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information removal of the Disclosing Party, other party's Confidential Information and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise disclose such Confidential Information to any third party except as obligations of the Recipient’s rights such party under this Agreement, and subject to confidentiality obligations at least as protective as those set forth herein. Recipient Without limiting the foregoing, each of the parties shall use at least the same procedures and degree of care regarding Disclosing Party’s Proprietary Information as which it uses in protecting and preserving to prevent the disclosure of its own proprietary/confidential information of like kind importance to avoid prevent the disclosure or dissemination thereofof Confidential Information disclosed to it by the other party under this Agreement, but in no event less than a reasonable degree care. (c) Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of care. Information which is the other which: (i) was generally known and available in the public domain at the time it was disclosed orally or otherwise than becomes generally known and available in tangible form shall be considered Proprietary Information if: the public domain through no fault of the receiver; (aii) was known to the information is identified as confidential receiver at the time of disclosure and a written summary is provided to as shown by the Recipient within twenty (20) days thereafter, or (b) files of the information is identified as confidential receiver in writing and provided to the Recipient prior to or existence at the time of disclosure disclosure; (iii) is disclosed with the prior written approval of the discloser; (iv) was independently developed by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault receiver without any use of the Recipient; (c) is independently developed without use Confidential Information and by employees or reference other agents of the receiver who have not been exposed to the Disclosing Party’s Proprietary Confidential Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, the Recipient may disclose Proprietary Information of the other Party to the extent (a) required by law, rule, regulation or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(athe receiver can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development; (v) and (b), such disclosure is made becomes known to the extent required for such purpose receiver from a source other than the discloser without breach of this Agreement by the receiver and otherwise not in violation of the discloser's rights; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Recipient makes reasonable efforts receiver shall provide prompt, advance notice thereof to obtain confidential treatment of enable the discloser to seek a protective order or otherwise prevent such disclosure where available; and further provided that as to disclosures under Section 8.3(c), that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8disclosure.

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL nature and text of such announcement or disclosure. The party desiring to make any such public announcement or other disclosure shall exert its reasonable efforts to notify VAXIN of any material safety issues concerning inform the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINE. 8.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of the Disclosing Partyproposed announcement or disclosure at least three (3) business days prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. Each party agrees that it shall cooperate fully with the other with respect to all disclosures regarding this AGREEMENT to the Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either party included in any such disclosure. 6.06 AVANIR shall not be used submit for written or oral publication any manuscript, abstract or other publication which includes data or other information generated and provided by Recipient SB without first obtaining the prior written consent of SB. Further, AVANIR shall submit for SB's review, comment and consent any other manuscript, abstract or the like relating to the PRODUCT no later than for the purposes licensed under this Agreement and for the exercise thirty (30) days prior to AVANIR's submission of the Recipient’s rights under this Agreementsame for publication. Recipient shall use In the event that SB declines to consent, such consent not to be unreasonably withheld or delayed, to the publication of the same degree on the basis that publication will or may damage SB's commercialization of care regarding Disclosing Party’s Proprietary Information as it uses PRODUCT in protecting the FIELD in the TERRITORY, then AVANIR may, in the event that AVANIR believes that such studies will not and preserving its own proprietary/confidential information are not likely to damage SB's commercialization of like kind PRODUCT in the FIELD in the TERRITORY, so notify SB in writing, and the parties shall promptly submit such issue thereafter to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within twenty (20) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 8.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party mutually acceptable THIRD PARTY who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 and 8.2, suitable expertise on the Recipient may disclose Proprietary Information of the other Party to the extent topic in question (a) required by law, rule, regulation or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b"Unaffiliated Expert"), such disclosure is made Unaffiliated Expert to be chosen by SB and AVANIR within ten (10) business days after AVANIR's notification. SB and AVANIR shall request resolution within thirty (30) days after the extent required date of such submission to such Unaffiliated Expert, and AVANIR shall not submit for written or oral publication such purpose and manuscript, abstract or other publication during the period of time that the Recipient makes reasonable efforts to obtain confidential treatment Unaffiliated Expert is making a resolution of the matter. The resolution of the Unaffiliated Expert shall be binding on both SB and AVANIR. In the event that the Unaffiliated Expert resolves that publication will or may damage SB's commercialization of PRODUCT in the FIELD in the TERRITORY, then the costs of engaging such disclosure where available; and further provided Unaffiliated Expert shall be borne by AVANIR. In the event that as to disclosures under Section 8.3(c), the Unaffiliated Expert resolves that such persons do publication will not receive confidential PER.C6® KNOW HOW provided to VAXIN by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8.or

CONFIDENTIAL TREATMENT REQUESTED. 7.4.3 CRUCELL shall exert its reasonable efforts 5.03 The PARTIES agree throughout the duration of this CDA to notify VAXIN maintain records and otherwise establish procedures to assure material compliance with all regulatory, professional or other legal requirements which apply to the development, promotion and marketing of any material safety issues concerning the PER.C6® CELLS, which issues are raised by the FDA (or any other Governmental Authorities) or any other regulatory or quality-related information that could adversely affect VACCINE registrations or regulatory approvals, or impact materially clinical trials or commercialization of VACCINEPRODUCT. 8.1 All documents5.04 Neither TAISHO nor IDEC may, materials during the term of this CDA and knowfor a period of [CONFIDENTIAL TREATMENT REQUESTED] after the later date of expiration or termination of this CDA, disclose or reveal to THIRD PARTIES any KNOW-how which HOW received from the other PARTY or otherwise developed by either PARTY in the performance of activities in furtherance of this CDA, except that such other PARTY may be furnished by the disclosing party hereto (the “Disclosing Party”) to the receiving Party hereto (the “Recipient”) pursuant to this Agreement shall be if suitably marked use or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered disclose such confidential information of the Disclosing Party, and shall not be used by Recipient other than for the purposes licensed under this Agreement and of investigating, developing, manufacturing, marketing or seeking partners for the exercise of the Recipient’s PRODUCT in their respective TERRITORY or for securing essential or desirable authorizations, privileges or rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within twenty (20) days thereafterfrom governmental agencies, or (b) the information is identified as confidential in writing and provided required to the Recipient prior be disclosed to a governmental agency or at the time of disclosure by the Disclosing Party. 8.2 is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known which is or becomes a matter of public knowledge, or came or comes into the possession of the receiving PARTY independently of this CDA (unless otherwise disclosed confidentially at any time by TAISHO to it (other than IDEC or IDEC to TAISHO), or is disclosed to the receiving PARTY by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by THIRD PARTY having the Disclosing Party; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the Disclosing Party’s Proprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 8.3 Notwithstanding Sections 8.1 , or is subsequently and 8.2, the Recipient may disclose Proprietary Information independently developed by employees of the other Party receiving PARTY or AFFILIATES thereof who had no knowledge of the KNOW-HOW disclosed and can be so demonstrated by competent proof. The PARTIES shall take reasonable measures to the extent (a) required by law, rule, regulation ensure that no unauthorized use or court order; (b) as necessary in connection with obtaining regulatory approval of products; and (c) to potential or actual investors or corporate partners, provided that as to disclosures under Section 8.3(a) and (b), such disclosure is made by others to whom access to KNOW-HOW is granted. The PARTIES agree that the formal initiation or early termination of this collaboration as evidenced by the terms of this CDA may constitute "material information" for IDEC or TAISHO that must be disclosed to the extent required for such purpose public and that IDEC's or TAISHO's shareholders via a press release. A draft press release regarding the Recipient makes reasonable efforts initiation of the PRODUCT DEVELOPMENT phase shall be prepared by IDEC or TAISHO and reviewed in good faith and approved by IDEC and TAISHO concurrently with the review and approval of the Steering Committee of a high-affinity antibody or anytime thereafter. No public announcement or other disclosure to obtain confidential treatment THIRD PARTIES concerning the terms of such disclosure where available; and further provided that as to disclosures under Section 8.3(c)this CDA shall be made, that such persons do not receive confidential PER.C6® KNOW HOW provided to VAXIN either directly or indirectly, by CRUCELL and are bound by obligations of confidentiality and restrictions on use of such information substantially similar to those provided in this Article 8.either PARTY