Common use of Confidentiality and Public Announcements Clause in Contracts

Confidentiality and Public Announcements. 15.1 The Parties agree that during the performance of this Agreement, each Party may disclose to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.

Confidentiality and Public Announcements. 15.1 The This Agreement and the terms and provisions hereof, including the Purchase Price, shall be maintained confidential by Buyer and Seller; provided, however, that this Agreement and the terms and provisions thereof may be disclosed (a) to either Party’s financing sources, if any, and such Party’s and their consultants, who shall agree to keep such information confidential (and for whom such disclosing Party shall be responsible), (b) as required by applicable laws or rules and regulation of any Governmental Authority or stock exchange or permitted under the Confidentiality Agreement between the Parties dated as of April 25, 2017 (the “Confidentiality Agreement”), and (c) to any Person from whom Consent is sought pursuant to this Agreement. If this Agreement is terminated prior to Closing, following such termination, the Parties agree that during to keep all terms of this transaction confidential unless otherwise required by applicable laws or rules and regulation of any Governmental Authority or stock exchange for a period of one (1) year following the performance date of such termination. Neither Party may make press releases or other public announcements concerning this transaction without the other Party’s prior written approval and agreement to the form of the announcement (such approval not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable laws or rules and regulation of any Governmental Authority or stock exchange. Notwithstanding anything to the contrary in this Section 11.3 or elsewhere in this Agreement or in the Confidentiality Agreement, (a) the Parties may disclose the terms of this Agreement, each Party may disclose including the Parties, Purchase Price and status of Closing, to the its Affiliates and their respective limited partners or other owners who shall be required to keep such information confidential information regarding its business, including financial data, marketing information, methods of doing promotions except as otherwise required by applicable laws or rules and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information regulation of any other Party which it may learn in the course of negotiations forGovernmental Authority or stock exchange, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving nothing shall restrict any Party prior from recording the Assignments delivered at Closing, making disclosures that are required pursuant to the Related Contracts, Leases or Easements, or from complying with any disclosure requirements of Governmental Authorities that are applicable to or triggered by the other Party; (c) was independently developed by transfer of the Conveyed Interests or for a receiving Party completely apart from of the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b)operation thereof, (c) Buyer and any of its Affiliates may, without the prior written consent of Seller or any of its Affiliates, disclose the text or terms of this Agreement, the general location and characteristics of the Conveyed Interests, including related maps, aggregate production (both amount and by product), number of xxxxx, percentage of xxxxx operated by the Seller, acreage information relating to the Conveyed Interests, identity of Seller and its Affiliates, Buyer’s estimate of reserves and number of drilling locations (provided that any such information is clearly identified as developed by Buyer and not Seller) in connection with (i) a public or private offering of securities or other financing transactions of Buyer or any of its Affiliates, (ii) customary meetings, presentations or related conference calls by Buyer or its Affiliates with investors, analysts and/or (iii) the requirements of the Securities and Exchange Act of 1934, as amended and (d) above, then the receiving a Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to may disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any information or make any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue announcement consistent with any press release or other public announcement information in any disclosure made in compliance with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.

Confidentiality and Public Announcements. 15.1 The Parties agree that during (a) Each Party shall keep strictly confidential all Confidential Information obtained from or about the performance other Party, and it shall have its officers and employees adhere to such duty. [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED (b) Each Party agrees (i) to keep and maintain Confidential Information received from the other in strict trust and confidence; (ii) to not disclose Confidential Information of this Agreementthe Disclosing Party to any Third Party without the prior written consent of the Disclosing Party except as is required by mandatory statutes, a court or governmental order or the rules of any stock exchange on which a Party’s shares are listed or are to be listed. Notwithstanding the foregoing, each Party may disclose the terms of this Agreement and any reports delivered hereunder to its investors, potential investors and shareholders, and actual and potential contracting parties including Affiliates and sub-licensees under and subject to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets terms of a non-disclosure agreement no less stringent than the terms of this Article 13, provided that the length of confidentiality obligations shall be based on commercially reasonable industry standards for such disclosures. (c) In the event that a disclosure of Confidential Information becomes necessary or required under applicable laws or court or governmental orders, and such disclosure is not otherwise permitted under this Agreement, the Receiving Party (collectively “requested to disclose shall give to the Disclosing Party the greatest practical prior written notice so as to permit the latter to take all possible action to safeguard its rights in Confidential Information”). . (d) The obligations of the Parties relating to Confidential Information shall also include any other information in oralexpire [****] ([****]) years after termination or expiry of this Agreement, written, graphic or electronic form which, given except that obligations of the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company relating to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, deemed trade secrets shall survive termination or carrying out expiry of this Agreement is treated by it in strict confidence, and for an unlimited period of time for as long as they remain trade secrets. (iie) not disclose, copy, modify, distribute or otherwise transfer Each Party shall be as careful to preserve the confidential nature of the other Party’s Confidential InformationInformation as it is with its own proprietary information. (f) Subject to any statutory disclosure requirements and paragraphs (g) and (h) below, neither Party shall make any public announcement concerning the transactions contemplated herein or make any public statement which includes the name of the other Party or any of its Affiliates, or any part thereof, to any otherwise use the name of the other person Party or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of its Affiliates in any public statement or document without the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part consent of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the disclosure by the other Party;. Notwithstanding the foregoing, the Parties will issue joint or unilateral press releases upon the execution of this Agreement, which have been agreed to in advance and the Parties shall have the right to repeat any information disclosed in such press releases in any subsequent press release or other public disclosure so long as such information remains accurate at the time of such disclosure. (cg) was independently developed by The Parties acknowledge that either or for both Parties or their Affiliates may be obligated to file under applicable laws a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach copy of this Agreement by with governmental authorities, including, without limitation, the U.S. Securities and Exchange Commission. Each Party and its Affiliates shall be entitled to make such a receiving required filing, provided that it requests confidential treatment of the commercial terms and sensitive technical terms hereof to the extent [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED such confidential treatment is reasonably available. In the event of any such filing, each Party will provide the other Party with a copy of this Agreement marked to show provisions for which such Party or its Affiliate intends to seek confidential treatment and shall reasonably consider and incorporate the other Party; and/or’s timely comments thereon to the extent consistent with the applicable legal requirements, with respect to the filing Party or Affiliate, governing disclosure of material agreements and material information that must be publicly filed. (eh) is released pursuant Each Party acknowledges that the other Party or its Affiliates may be legally required to a court order make public disclosures (including in filings with the governmental authorities) of certain terms of or otherwise material developments or material information generated under this Agreement and agrees that each Party and its Affiliates may make such disclosures as required by applicable law, provided that the receiving Party immediately notifies seeking such disclosure first provides the disclosing other Party a copy of such court order or legal requirementthe proposed disclosure, and gives shall reasonably consider the disclosing Party a reasonable opportunity and cooperates other Party’s timely comments thereon to the extent consistent with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate applicable legal requirements with respect to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Partyor its Affiliate. 15.2 (i) The Parties acknowledge and agree that LICENSOR shall have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty publicly (30) days of such request. Each Party shall impose including on its directors website): (i) the commencement, progress, status, completion and employees a corresponding obligation. 15.3 Each Party shall notify key results of each other Party clinical trial conducted under this Agreement; (ii) the receipt of its intent any Milestone Payments under this Agreement; and (iii) regulatory approval of any Licensed Product. For each such disclosure, unless LICENSOR otherwise has the right to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any make such release or announcement without the prior consent of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications. 15.4 The Parties’ obligations disclosure under this Article 15 13, LICENSOR shall survive any termination provide LICENSEE with a draft of this Agreementsuch disclosure at least [****] ([****]) days prior to its intended release for LICENSEE’s review and comment, and shall consider LICENSEE’s comments in good faith. If LICENSOR does not receive comments from LICENSEE within [****] ([****]) days, LICENSOR shall have the right to make such disclosure without further delay.

Confidentiality and Public Announcements. 15.1 16.1 The Parties agree Operating Contractor and the First Party shall keep information furnished to each other in connection with Petroleum Operations and all plans, maps, drawings, designs, data, scientific, technical and financial reports and other data and information of any kind or nature relating to Petroleum Operations including any discovery of petroleum as strictly confidential, and shall ensure that during the performance of this Agreement, each Party may disclose their entire or partial contents shall under no circumstances be disclosed in any announcement to the other confidential information regarding its business, including financial data, marketing information, methods public or to any third party without the prior written consent of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein provisions of this Article 16 shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such informationdisclosure to: (a) is Sub-contractors, Affiliates, assignees, auditors, financial consultants or becomes part legal advisers, provided that such disclosures are required for the effective performances of the public domain through no fault of a receiving Partyaforementioned recipients’ duties related to Petroleum Operations; (b) was known by Comply with statutory obligation or the requirements of any governmental agency or the rules of a receiving stock exchange on which a Party’s stock is publicly traded in which case the disclosing Party will notify the other Party of any information so disclosed prior to the disclosure by the other Party;such disclosure. (c) was independently developed by or Financial institutions involved in the provision of finance for a receiving Party completely apart from the disclosures hereunder;Petroleum Operations hereunder provided, in all such cases, that the recipients of such data and information agree in writing to keep such data and information strictly confidential. (d) has been properly received from a A third party who is not under any for the purpose of negotiating an assignment of interest hereunder provided such third party executes an undertaking to keep the information disclosed confidential. 16.2 The Parties shall ensure that their employees, agents, representatives, proxies and sub-contractors comply with the same obligation to maintain the of confidentiality of such information, and without breach provided for in this Article 16. 16.3 The provisions of this Agreement Article 16 shall terminate five (5) Years after the expiration of this Contract. 16.4 The Parties shall ensure that their respective servants, employees, agents and sub-contractors shall not make any reference in public or publish any notes in newspapers, periodicals or books nor divulge, by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by lawany other means whatsoever, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely any information on the exceptions contained in subparagraphs (b)activities under the Petroleum Operations, (c) or (d) aboveany reports, then the receiving Party must demonstrate to the disclosing Party the data or any facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information and documents that may come to their respective employees who have a specific need to know to perform the obligations hereunderknowledge by virtue of this Contract, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior written consent of the other Parties, which consent may not be unreasonably withheld. Such consent Party. 16.5 The Operating Contractor shall not, however, be required in order for a submit to the First Party to include a reference to its ownership interest in the Company in its annual all statutory reports and similar publicationsinformation for submission to Government and other statutory bodies. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.

Confidentiality and Public Announcements. 15.1 (a) The Parties agree that during to announce the performance of this Agreement, each Party may disclose to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out execution of this Agreement is treated and the consummation of the transactions contemplated by it in strict confidencethis Agreement simultaneously at mutually agreeable times as promptly as practicable after the execution and delivery of this Agreement and after the Closing, and respectively (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entityexcept as required by applicable Law). The obligations content of all announcements and restrictions publicity relating to this Agreement and the transactions contemplated herein will be subject to the mutual approval of the Company and Acquirer (except as otherwise required by Law), which approval shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is be unreasonably withheld or becomes part of the public domain through no fault of a receiving Party;delayed. (b) was known by a receiving Party prior to Without limiting the disclosure by terms and conditions of the other Party; Mutual Non-Disclosure, Non-Use, Non-Solicitation and Standstill Agreement dated July 24, 2003 between Acquirer and the Company (c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to "CONFIDENTIALITY AGREEMENT"), the Company shall, and shall cause its representatives to, maintain the confidentiality of all non-public information concerning Acquirer (other than such informationinformation which becomes generally available to the public other than as a result of disclosure by the Company) which becomes known by the Company or such representatives solely as a result of the negotiation or consummation of the transactions contemplated by this Agreement, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant shall promptly return and cause its agents and representatives to a court order or otherwise required by law, provided return to Acquirer all written materials containing such information in the event that the receiving Party immediately notifies Closing does not occur within the disclosing Party time limit herein provided for. Without limiting the terms and conditions of such court order or legal requirementthe Confidentiality Agreement, Acquirer shall, and gives shall cause its representatives and Affiliates (including Merger Sub) to, maintain the disclosing Party a reasonable opportunity and cooperates with confidentiality of all non-public information concerning the disclosing Party to contest, limit or condition the scope of Company (other than such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate information which becomes generally available to the disclosing Party public other than as a result of disclosure by Acquirer) which becomes known by Acquirer or such representatives solely as a result of its due diligence investigations or efforts conducted prior to or after the facts underlying why date hereof or the exception applies within ninety (90) days of receipt negotiation or consummation of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereundertransactions contemplated by this Agreement, and not for any other purpose. Upon a Party’s requestshall promptly return, the other Party shall return and cause its agents and representatives to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect return, to the Company all written materials containing such information in the event that the Closing does not occur within the time limit herein provided for. Nothing contained herein shall limit the right of any such Persons to disclose any such information to its subsidiaries, employees, agents, representatives, counsel, accountants, financial advisors, underwriters and its activities and, except sources of financing (and their counsel and accountants) for the purpose of facilitating the consummation of the transactions contemplated hereby or to disclose any such information as required by any competent legal or regulatory authority or any internationally recognized stock exchangeapplicable Law. In addition, not issue nothing contained herein shall limit the right of any such release or announcement Person to disclose to any and all Persons, without limitation of any kind, the prior consent tax treatment and tax structure of the transactions described in this Agreement and all materials of any kind (including opinions or other Parties, which consent may not be unreasonably withheld. Such consent shall nottax analysis) that are provided to it relating to such tax treatment and tax structure; provided, however, be required that no Party may disclose (A) any information that is not relevant to an understanding of the tax treatment or tax structure of the transactions described in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement, or (B) any information to the extent such disclosure could result in a violation of any federal or state securities Laws.

Confidentiality and Public Announcements. 15.1 The Parties agree that during (a) Neither Party may disclose the performance contents of this Agreement, each Party may disclose to including the other confidential information regarding its business, including financial data, marketing information, methods name of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, information concerning negotiations leading to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by lawand the Transaction, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior written consent of the other Parties, which consent may not be unreasonably withheldParty. Such consent Nothing contained in this Agreement shall not, however, be required in order for prevent a Party from disclosing such information: (i) to include any Governmental Authority or to the public, but in either case, only if and to the extent that such disclosure is required under any Applicable Law or any stock exchange rule or policy to which such Party or its Affiliate is subject; (ii) to obtain consents required under, or to comply with any ROFRs or other preferential, pre-emptive or first purchase rights contained in, the Title and Operating Documents and any other agreements and documents to which the Assets are subject; or (iii) if required to obtain the consent to the Transaction by Vendor's lenders or other security holders and, if applicable, to obtain their release of security interests in, or their acknowledgement of "no interest" in, the Assets; provided that, in each such instance, the Party that proposes to make such a reference disclosure shall advise the other Party of such proposed disclosure and shall use its reasonable efforts to its ownership interest in prevent the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 disclosure of any such information that is not required to be disclosed for the listed purposes. This Clause 13.12(a) shall survive any termination of this Agreement prior to Closing for a period of one year following such termination. (b) The Confidentiality Agreement, insofar as it relates to "Evaluation Material" (as defined in the Confidentiality Agreement) pertaining to the Assets, shall terminate effective as of Closing. To the extent that the Confidentiality Agreement relates to "Evaluation Material" that pertains to any matter other than the Assets, such agreement shall continue in force and effect until it terminates, if at all, in accordance with its terms. (c) The Parties acknowledge that either or both of them may make press releases concerning the Parties' entry into this Agreement promptly after the execution hereof and further press releases promptly after Closing, provided that in no circumstances shall either Party disclose the name of the other Party on any such press release or otherwise. Each Party consents to the inclusion of a generic description of its businesses by the other Party in such other Party's press release(s) in this regard. The Parties agree that a press release issued by either Party may contain some or all of the financial terms of the Transaction. Without derogating from the Parties' rights to make public disclosures under Clause 13.12(a), each of Vendor and Purchaser shall use their reasonable efforts to furnish to the other Party with the proposed content of all press releases concerning this Agreement and the Transaction at least twenty-four (24) hours prior to the release or publication thereof, but in any event prior to the release or publication with reasonably sufficient time for the other Party to review and comment.

Confidentiality and Public Announcements. 15.1 The Parties agree Each Party acknowledges and agrees to maintain the confidentiality of preparations and negotiations undertaken in connection with the Services and the other Party's respective Confidential Information, in each event in accordance with the Mutual Confidential Disclosure Agreement between the Parties, dated as of October 13, 2010. Any trade secrets disclosed by Discovery Labs to DSM must be specifically identified as such. Neither Party will make any public announcement of any information regarding this Agreement or any activities thereunder including, without limitation, the Services, without the prior written approval of the other Party; provided, however, that during the performance of this Agreement, each Party may disclose (i) the general existence of this Agreement and the arrangement between them, except to the other confidential extent that any such information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “constitutes Confidential Information”, (ii) any information required by law (including information provided in connection with required public regulatory filings, public securities filings and private placement memoranda and documentation). Confidential Information shall also include , and (iii) any other information that has been previously approved in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the writing for disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart , without further approval from the disclosures hereunder; (d) has been properly received from other Party. In addition, the Parties acknowledge that Discovery Labs intends to file in its public securities filings, including potentially in a third party who is not under any obligation to maintain the confidentiality of such informationCurrent Report on Form 8-K or Quarterly Report on Form 10-Q, and without breach a description of this Agreement by and a receiving Party; and/or copy of this Agreement. DSM agrees that Discovery Labs may submit a description of this Agreement and a copy of this Agreement in connection with its public securities filings, subject to the understanding that Discovery Labs will in good faith and in consultation with DSM, seek confidential treatment of Confidential Information or other proprietary provisions of this Agreement (eincluding any pricing information or limits on liability) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party in advance of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosurefiling. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right acknowledge, however, that while Discovery Labs will request confidential treatment of Confidential Information, Discovery Labs will be required to disclose the others’ Confidential Information any information determined to their respective employees who have a specific need by applicable regulatory authorities to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actionsrequire disclosure. Except as expressly provided abovein this Section 5, each no right is granted pursuant to this Agreement to either Party shall to use in any manner the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent name of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publicationsParty. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.

Confidentiality and Public Announcements. 15.1 The Parties agree Buyer acknowledges that during Seller is a public company and listed on the performance NYSE American stock exchange and is subject to securities laws and stock exchange rules and will make public disclosures, filings (including periodic reports and proxy statements) and other announcements concerning this Agreement and the matters contemplated herein consistent with its obligations under such laws or rules or its historical practice when engaged in strategic transactions. Except as provided in this Agreement, Seller shall have no obligation to provide Buyer an opportunity to review and comment upon any such compliance, disclosures, filings and actions or Seller’s communications to its employees or shareholders. Seller acknowledges that Buyer’s parent company is a public company and is subject to securities laws and may make public disclosures, filings (including periodic reports, prospectuses, marketing materials and proxy statements) and other announcements concerning this Agreement and the matters contemplated herein consistent with its obligations under such laws or rules or its historical practice when engaged in strategic transactions. Buyer shall have no obligation to provide Seller an opportunity to review and comment upon any such compliance, disclosures, filings and actions or Buyer’s parent company’s communications to its employees, stockholders or potential investors. Subject to the foregoing and the express provisions of this Agreement, each Party may disclose to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of so long as this Agreement is treated by it in strict confidenceeffect, Seller and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein Buyer shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates consult with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue before issuing any press release or other otherwise making any public announcement statements with respect to the Company and its activities and, except as required by any competent legal or regulatory authority this Agreement or any internationally recognized stock exchange, of the transactions contemplated hereunder and shall not issue any such press release or announcement make any such public statement without the prior consent of the other Partiesparties hereto, which consent may shall not be unreasonably withheld. Such consent shall notwithheld or delayed; provided, however, be required that (i) a party (or their respective Affiliates) may, without the prior consent of the other parties hereto, issue such press release or make such public statement or communications that are consistent in all material respects with previous releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party) regarding this Agreement and the transactions contemplated herein. The parties have agreed upon the form of the press releases announcing the execution of this Agreement and shall make such joint or individual press releases no later than one (1) Business Day following the date on which this Agreement is signed. Prior to the Closing, Buyer and Seller, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the Property, this Agreement and the Transaction and shall not release any such information to third parties without the prior written consent of the other parties hereto, except as specifically contemplated by this Agreement and except (i) any information previously or hereafter disclosed to the general public (other than in violation of this Agreement), (ii) to their prospective lenders and/or capital sources and the agents, contractors, consultants, and representatives, including, without limitation, directors, officers, employees, affiliates, partners, advisers, members, brokers, underwriters, analysts, agents, attorneys, accountants, contractors, title companies, consultants, engineers and financial advisors of the foregoing or (iii) to comply with any legal action or proceeding or asserted requirement under applicable law or government regulation (including without limitation those of the United States Securities and Exchange Commission), or in response to a court order or decision or request of a stock exchange, regulatory agency or other authority, or in response to oral questions, interrogatories, requests for a Party to include a reference to its ownership interest information or documents, subpoena, civil investigative demand or similar process, in each case requiring the Company in its annual reports and similar publications. 15.4 disclosure by such party of such information. The Parties’ obligations under this Article 15 foregoing shall supersede any prior confidentiality agreement that may have been entered into by the parties. This Section 16.15 shall survive any the Closing or earlier termination of this Agreement.

Confidentiality and Public Announcements. 15.1 The Parties agree that during (a) In the performance course of performing this Agreement, each Party one party may disclose to the other confidential or receive information regarding its businessfrom the other relating to the subject matter of this Agreement, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary which information which constitute trade secrets of a Party (collectively “shall be considered to be the disclosing party's Confidential Information”). Each party shall protect and keep confidential and shall not use, publish or otherwise disclose to any third party, except as permitted by this Agreement or with the other party's written consent, the other party's Confidential Information. The recipient of Confidential Information shall also include exercise reasonable care to prevent its disclosure to any other third party and shall limit internal dissemination of Confidential Information within the recipient's own organization to individuals whose duties justify the need to know such information, and then only provided that there is a clear understanding by such individuals of their obligation to maintain the trade secret status of such information in oraland to restrict its use solely to the purpose specified herein. Licensee shall protect all portions of the Patent Rights, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidentialCovered Products and AzurTec IP under this provision as Confidential Information of Licensor. The Parties parties acknowledge that Licensee's distributors' names and practices are specifically incorporated in this Section 6 as confidential and proprietary information of Licensee, subject only to the following limitations. For the purposes of this Agreement, Confidential Information shall each not include such information that: (i) ensure and shall cause was known to the Company to ensure that any Confidential Information receiving party at the time of any other Party which it may learn in the course disclosure without obligations of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and confidentiality; (ii) not disclose, copy, modify, distribute was generally available to the public or was otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain at the time of disclosure or became generally available to the public or otherwise part of the public domain after disclosure other than through no fault any act or omission of the receiving party in breach of this Agreement; or (iii) became known to the receiving party after disclosure from a receiving Party;source that had a lawful right to disclose such information to others. The parties agree that all of the provisions of all existing confidentiality agreements relating in any way to the Patent Rights and AzurTec IP shall continue in effect in accordance with their terms. (b) was known by a receiving Party prior to Neither Licensor nor Licensee shall make any public announcement concerning the disclosure by the other Party; (c) was independently developed by Covered Product or for a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use without the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation's prior written consent. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.

Confidentiality and Public Announcements. 15.1 The Parties agree that during the performance of this Agreement, each (a) Neither Party may disclose to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out contents of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, information concerning negotiations leading to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by lawand the Transaction, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior written consent of the other Parties, which consent may not be unreasonably withheldParty. Such consent Nothing contained in this Agreement shall not, however, be required in order for prevent a Party from disclosing such information: (i) to include any Governmental Authority or to the public, but in either case, only if and to the extent that such disclosure is required under any Applicable Law or any stock exchange rule or policy to which such Party or its Affiliate is subject; (ii) to obtain consents required under, or to comply with any ROFRs or other preferential, pre- emptive or first purchase rights contained in, the Title and Operating Documents and any other agreements and documents to which the Assets are subject; or (iii) if required to obtain the consent to the Transaction by Vendor’s lenders or other security holders and, if applicable, to obtain their release of Security Interests in, or their acknowledgement of “no interest” in, the Assets; provided that, in each such instance, the Party that proposes to make such a reference disclosure shall advise the other Party of such proposed disclosure and shall use its reasonable efforts to its ownership interest in prevent the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 disclosure of any such information that is not required to be disclosed for the listed purposes. This Section 9.12(a) shall survive any termination of this AgreementAgreement prior to Closing for a period of one (1) year following such termination. (b) The Parties acknowledge that either or both of them may make press releases concerning the Parties’ entry into this Agreement promptly after the execution hereof and further press releases promptly after Closing, provided that in no circumstances shall either Party disclose the name of the other Party in any such press release or otherwise. Each Party consents to the inclusion of a generic description of its businesses by the other Party in such other Party’s press release(s) in this regard. The Parties agree that a press release issued by either Party may contain some or all of the financial terms of the Transaction. Without derogating from the Parties’ rights to make public disclosures under Section 9.12(a), each of Vendor and Purchaser shall use its reasonable efforts to furnish to the other Party with the proposed content of all press releases concerning this Agreement and the Transaction at least twenty-four (24) hours prior to the release or publication thereof, but in any event prior to the release or publication with reasonably sufficient time for the other Party to review and comment.

Confidentiality and Public Announcements. 15.1 The Parties agree that during (a) Each Party shall keep strictly confidential all Confidential Information obtained from or about the performance other Party, and it shall have its officers, directors, employees, consultants and other agents adhere to such duty and as further provided below. (b) Each Party agrees (i) to keep and maintain Confidential Information received from the other in strict trust and confidence; (ii) to disclose Confidential Information of the Disclosing Party to its employees and Affiliates only on a “need to know” basis and if the recipients are bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this AgreementArticle 13; (iii) subject to the procedures set forth in Article 13(d) and, with respect to the DUPLEX Study and the PROTECT Study, subject to Annex 4(g), to not disclose Confidential Information of the Disclosing Party to any Third Party without the prior written consent of the Disclosing Party except as is required by mandatory statutes, a court or governmental order or the rules of any stock exchange on which a Party’s shares are listed or are to be listed or to otherwise exercise its rights hereunder. Notwithstanding the foregoing, save Annexes 2.4 and 4(g), and subject to Annex 4(g), each Party may disclose the terms of this Agreement to its investors, potential investors and shareholders, and actual and potential contracting parties including Affiliates and sub-licensees on a “need to know basis” under and subject to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets terms of a Party (collectively “Confidential Information”). Confidential Information non-disclosure agreement no less stringent than the terms of this Article 13, provided that the length of confidentiality obligations shall also include be based on commercially reasonable industry standards for such disclosures; provided that LICENSEE further agrees not to disclose an unredacted, non-public version of any other information in oralUpstream License Agreement to such investors, writtenpotential investors and shareholders, graphic or electronic form whichand actual and potential contracting parties, given the circumstances surrounding only if, prior to such disclosure, would be considered confidential. such persons are bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 13. (c) The Parties Receiving Party shall each not (i) ensure and shall cause use the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any part thereofpurpose other than to fulfil the purpose of this Agreement (Permitted Use) or otherwise in any manner to the Disclosing Party’s detriment or that would constitute a violation of any applicable laws or regulations, to including any other person applicable export control or entity. The obligations and restrictions herein shall not apply to securities laws; or (ii) reproduce the Confidential Information that falls within of the Disclosing Party in any form except as required to accomplish the Permit-xxx Use. Any reproduction by a Party or its representatives of any of the following exceptions, provided a receiving Party proves by credible written evidence other Party’s Confidential Information shall be and remain the Disclosing Party’s property and shall contain all confidential or proprietary notices or legends that such information: (a) is or becomes part appear on the original. All Confidential Information of the public domain through no fault Disclosing Party (including all copies of a receiving it) shall always remain the Disclosing Party; ’s property. Upon the Disclosing Party’s request, the Receiving Party and its representatives shall promptly destroy (band certify in writing the destruction of) was known all Confidential Information (including all copies, records, and other embodiments of it in any medium), together with any derivative information, including notes, analyses, summaries, and other tangible materials representing the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information in the Receiving Party’s secure archives for the sole purpose of monitoring compliance with its continuing obligations under this Agreement, and the Receiving Party shall not be obligated to delete any electronic back-up or archival storage copies made in accordance with such Receiving Party’s normal practices solely for purposes of disaster recovery and compliance with its records retention practices. Notwithstanding the destruction of Confidential Information, the Receiving Party will continue to be bound by a receiving Party prior to the disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder;its nondisclosure and non-use obligations under this Agreement. (d) has been properly received from In the event that a third party who is not disclosure of Confidential Information becomes necessary or required under any obligation applicable laws or court or governmental orders, the Receiving Party requested to maintain disclose shall give to the confidentiality Disclosing Party the greatest practical prior written notice and, at the Disclosing Party’s request and expense, shall cooperate fully with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law or regulation required, and/or to obtain other confidential treatment of such informationConfidential Information. In any event, and without breach the Receiving Party shall only disclose that portion of this Agreement by a receiving Party; and/orthe Confidential Information that is legally required to be disclosed. (e) The obligations of the Parties relating to Confidential Information shall expire [***] ([***]) years after termination or expiry of this Agreement, except that obligations of the Parties (i) under Annex 4(g) which shall survive as set forth in Annex 4(g), and (ii) relating to Confidential Information deemed trade secrets which shall survive termination or expiry of this Agreement for an unlimited period of time for as long as they remain trade secrets. (f) Each Party shall be as careful to preserve the confidential nature of the other Party's Confidential Information as it is released pursuant with its own proprietary information. (g) Subject to a court order any statutory disclosure requirements and paragraphs (h), (i) and (j) below, neither Party shall make any public announcement concerning the transactions contemplated herein or make any public statement which includes the name of the other Party or any of its Affiliates, or otherwise use the name of the other Party or any of its Affiliates in any public statement or document without the written consent of the other Party. Notwithstanding the foregoing, the Parties will issue joint or unilateral press releases upon the execution of this Agreement, which have been agreed to in advance, and the Parties shall have the right to repeat any information disclosed in such press releases in any subsequent press release or other public disclosure so long as such information remains accurate at the time of such disclosure. (h) The Parties acknowledge that either or both Parties or their Affiliates may be obligated to make public disclosures under applicable laws of this Agreement or any of its terms (except that LICENSEE may not disclose any or all of the Upstream License Agreements without the prior written consent of LICENSOR) with governmental authorities, including, without limitation, the U.S. Securities and Exchange Commission and the regulating bodies of the SIX Swiss Stock Exchange. Each Party and its Affiliates shall be entitled to make such a legally required disclosure, provided that it requests confidential treatment of the commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available. In the event of any such disclosure, each Party will provide the other Party with a copy of this Agreement marked to show provisions for which such Party or its Affiliate intends to seek confidential treatment and shall reasonably consider and incorporate the other Party’s timely comments thereon to the extent consistent with the applicable legal requirements, with respect to the disclosing Party or Affiliate, governing disclosure of material agreements and material information that must be publicly filed. (i) The Parties acknowledge and agree that LICENSOR shall have the right to disclose publicly (including on its website): (i) the commencement, progress, status, completion and key results of each clinical trial for the Existing Product or any other Licensed Product; (ii) the receipt of any Milestone Payments under this Agreement; and (iii) regulatory updates and approval of the Existing Product or any other Licensed Product. For each such disclosure under this Article 13(i), unless LICENSOR otherwise has the right to make such disclosure under this Article 13, LICENSOR shall provide LICENSEE with a draft of such disclosure at least [***] [(***)] days, to the extent practicable, prior to its intended release for LICENSEE’s review and comment, and shall consider LICENSEE’s comments in good faith. If LICENSOR does not receive comments from LICENSEE within [***] [(***)] days, or such shorter period as is reasonably necessary and communicated to LICENSEE, LICENSOR shall have the right to make such disclosure without further delay. (j) Each Party acknowledges that the other Party or its Affiliates may be legally required to make public disclosures (including in filings with the governmental authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that, except with respect to information that is covered by Annex 4(g), each Party and its Affiliates may make such disclosures as required by applicable law, provided that the receiving Party immediately notifies seeking such disclosure first provides the disclosing other Party a copy of such court order or legal requirementthe proposed disclosure, and gives shall reasonably consider the disclosing Party a reasonable opportunity and cooperates other Party’s timely comments thereon to the extent consistent with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate applicable legal requirements with respect to the disclosing Party or its Affiliate; provided that, except with respect to information that would be covered by Annex 4(g) but has been publicly disclosed by LICENSOR via either a press release or a filing with U.S. Securities Exchange Commission as set forth in the facts underlying why the exception applies within ninety (90) days of receipt last sentence of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunderbackground section of Annex 4(g), but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, (i) each Party shall use may make any public statement in response to questions by the other’s Confidential Information only to properly fulfill their obligations hereunderpress, and analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not for any other purpose. Upon a Party’s request, inconsistent with prior public disclosures or public statements approved by the other Party shall return pursuant to this Article 13(j) and which do not reveal non public information about the other Party and (ii) each Party may use the other Party’s name or other information which is published in press releases or public announcements or are otherwise available to the requesting Party the originals and all copies of the requesting public in accordance with this Agreement, in such Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release publications, websites, social media, presentations or other public announcement materials, in a manner consistent with respect to the Company and its activities andfirst publication of such other Party’s name, except as required by any competent legal trademark or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publicationsinformation. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.

Confidentiality and Public Announcements. 15.1 (a) The Parties agree Receiving Party agrees: (i) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that during the performance of this Agreement, each Receiving Party may disclose to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other the Disclosing Party which it may learn in the course of negotiations forto its and its affiliates' officers, or carrying out directors, employees, consultants and legal advisors who have a "need to know", who have been apprised of this Agreement is treated restriction and who are themselves bound by it nondisclosure obligations at least as restrictive as those set forth in strict confidence, and this Section 9.2; (ii) not discloseto use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, copy, modify, distribute or otherwise transfer in the other Party’s Confidential Information, or any part thereofcase of Customer, to make use of the Services and Deliverables; and (iii) to immediately notify the Disclosing Party in the event it becomes aware of any other person loss or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within disclosure of any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part Confidential Information of the public domain through no fault of a receiving Disclosing Party;. (b) was known If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide: (i) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (ii) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by a receiving Law to disclose any Confidential Information, the Receiving Party prior shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to the disclosure by the other Party;disclose. (c) was independently developed Each Party acknowledges that a breach by a Party of this Section 9.2 may cause the non- breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or for threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a receiving restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party completely apart from may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the disclosures hereunder;contrary. (d) has been properly received from a third party who is Except as required by Applicable Law (including the rules of any applicable stock exchange), neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols or brand names, in each case, without the prior written consent of the other Party, which shall not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/orbe unreasonably withheld or delayed. (e) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 shall survive any termination provisions of this AgreementSection 9.2 shall apply indefinitely.

Confidentiality and Public Announcements. 15.1 (a) The Parties agree Receiving Party agrees: (i) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that during the performance of this Agreement, each Receiving Party may disclose to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other the Disclosing Party which it may learn in the course of negotiations forto its and its Affiliates' officers, or carrying out directors, employees, consultants and legal advisors who have a "need to know", who have been apprised of this Agreement is treated restriction and who are themselves bound by it nondisclosure obligations at least as restrictive as those set forth in strict confidence, and this Section 12.1; (ii) not discloseto use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, copy, modify, distribute or otherwise transfer in the other Party’s Confidential Information, or any part thereofcase of Customer, to make use of the Services and Deliverables; and (iii) to immediately notify the Disclosing Party in the event it becomes aware of any other person loss or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within disclosure of any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part Confidential Information of the public domain through no fault of a receiving Disclosing Party;. (b) was known If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide: (i) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (ii) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by a receiving Law to disclose any Confidential Information, the Receiving Party prior shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to the disclosure by the other Party;disclose. (c) was independently developed Each Party acknowledges that a breach by a Party of this Section 12.1 may cause the non- breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or for threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a receiving restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party completely apart from may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the disclosures hereunder;contrary. (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise Except as required by law, provided that Applicable Law (including the receiving Party immediately notifies the disclosing Party rules of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (bany applicable stock exchange), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each neither Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunderissue or release any announcement, and not for any other purpose. Upon a Party’s requeststatement, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect publicity or marketing materials relating to this Agreement, or otherwise use the Company and its activities andother Party's trademarks, except as required by any competent legal service marks, trade names, logos, symbols or regulatory authority or any internationally recognized stock exchangebrand names, not issue any such release or announcement in each case, without the prior written consent of the other PartiesParty, which consent may shall not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publicationswithheld or delayed. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.

Confidentiality and Public Announcements. 15.1 (a) The terms of the Confidentiality Agreement are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate. If, for any reason, the Transactions are not consummated, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Buyer acknowledges and agrees that any information made available to Buyer pursuant to Section 8.1 or otherwise by or on behalf of Vendor or any of its Affiliates or any of their respective Representatives prior to the Closing shall be subject to the terms and conditions of the Confidentiality Agreement. (b) The Parties agree that during each Party will concurrently issue a press release with respect to this Agreement and the Transactions promptly after the execution of this Agreement. No Party shall (and each Party shall cause its respective Affiliates not to) otherwise disclose the contents of this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing contained in this Agreement shall prevent a Party or any Sponsor (or their respective Affiliates) from disclosing such information: (i) to any Government Entity or to the public, but in either case, only if and to the extent that such disclosure is required under any applicable Law (including continuous and timely disclosure requirements under applicable securities Laws) or any stock exchange rule or policy to which such Party or its Affiliates are subject, or (ii) to any Government Entity or to a third party, but in either case, only if and to the extent that such disclosure is required in order to obtain any of the Regulatory Approvals, the Vendor Approvals or the Buyer Approvals, provided that, in each such instance, the Party that proposes to make such a disclosure (whether directly or through one or more of its Affiliates) shall advise the other Party of such proposed disclosure and such Party shall use its reasonable efforts to prevent the disclosure of any such information that is not required to be disclosed for the listed purposes. In the event that a Party (or its Affiliates) is required to disclose information in accordance with the procedures set out in this Section 11.10(b), the non-disclosing Party shall, to the extent practicable, be provided with reasonable time to review such disclosure, in its final form, prior to dissemination, and the suggested revisions proposed by the non-disclosing party and its professional advisors will be considered and accepted or rejected in good faith by the disclosing party and its professional advisors. Notwithstanding the foregoing, (i) the Parties, the Sponsors and their respective applicable Affiliates may make any disclosures that are otherwise prohibited by this Section 11.10(b) so long as such statements and announcements are consistent with the most recent press releases, public disclosures or public statements made by the Parties in accordance with this Section 11.10(b), (ii) Buyer, the Sponsors, Vendor, the Conveyed Entities and their respective Affiliates may disclose (x) such information relating to this Agreement and the Transactions to any applicable Government Entity that regulates such Person and (y) the subject matter of this Agreement and the financial return and other financial performance or statistical information in connection with the Debt Financing or, with respect to the Sponsors, the financing, fundraising, marketing, informational or reporting activities to or of its funds or affiliated investment vehicles and to the partners, members or other current or prospective investors therein (provided that such third parties are subject to customary confidentiality agreements and, provided further that, the disclosing Party shall be liable for breaches by any partners, members or other current or prospective investors or third parties of the confidentiality obligations contained in this Section 11.10(b)); (iii) the Sponsors and their respective Affiliates may disclose the subject matter of this Agreement, and other financial performance or information, to each Party Sponsor’s respective Representatives, members and clients as required in connection with annual reporting obligations and in connection with arranging financing and effecting the Closing and providing any informational or reporting activities to the Sponsor’s respective members and clients; provided however, Buyer shall be liable for breaches by any of Sponsor’s Representatives, members and clients of the confidentiality obligations contained in this Section 11.10(b); and (iv) Buyer Parent and its Affiliates may disclose to the other confidential in any offering memorandum, information regarding its businesscircular, including financial dataprospectus, marketing informationtake-over bid circular, methods of doing promotions and sponsorshipsbusiness acquisition report, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oralpricing supplement, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder; (d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or (e) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees who have a specific need to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actions. Except as provided above, each Party shall use the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect document, the form and content of which are subject to or prescribed by applicable securities Laws (collectively, "Disclosure Documents"), the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publications. 15.4 The Parties’ obligations under this Article 15 shall survive any termination subject matter of this Agreement, and other financial performance or information of the Business and such historical financial and operational information for the Conveyed Entity Assets or the Business as may be required by applicable securities Laws to be included in any Disclosure Documents.

Confidentiality and Public Announcements. 15.1 The Parties agree Each Party acknowledges and agrees to maintain the confidentiality of preparations and negotiations undertaken in connection with the Services and the other Party’s respective Confidential Information, in each event in accordance with the Mutual Confidential Disclosure Agreement between the Parties, dated as of October 13, 2010. Any trade secrets disclosed by Discovery Labs to DSM must be specifically identified as such. Neither Party will make any public announcement of any information regarding this Agreement or any activities thereunder including, without limitation, the Services, without the prior written approval of the other Party; provided, however, that during the performance of this Agreement, each Party may disclose (i) the general existence of this Agreement and the arrangement between them, except to the other confidential extent that any such information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “constitutes Confidential Information”, (ii) any information required by law (including information provided in connection with required public regulatory filings, public securities filings and private placement memoranda and documentation). Confidential Information shall also include , and (iii) any other information that has been previously approved in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information: (a) is or becomes part of the public domain through no fault of a receiving Party; (b) was known by a receiving Party prior to the writing for disclosure by the other Party; (c) was independently developed by or for a receiving Party completely apart , without further approval from the disclosures hereunder; (d) has been properly received from other Party. In addition, the Parties acknowledge that Discovery Labs intends to file in its public securities filings, including potentially in a third party who is not under any obligation to maintain the confidentiality of such informationCurrent Report on Form 8-K or Quarterly Report on Form 10-Q, and without breach a description of this Agreement by and a receiving Party; and/or copy of this Agreement. DSM agrees that Discovery Labs may submit a description of this Agreement and a copy of this Agreement in connection with its public securities filings, subject to the understanding that Discovery Labs will in good faith and in consultation with DSM, seek confidential treatment of Confidential Information or other proprietary provisions of this Agreement (eincluding any pricing information or limits on liability) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party in advance of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosurefiling. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party. 15.2 The Parties have the right acknowledge, however, that while Discovery Labs will request confidential treatment of Confidential Information, Discovery Labs will be required to disclose the others’ Confidential Information any information determined to their respective employees who have a specific need by applicable regulatory authorities to know to perform the obligations hereunder, but such Parties shall be responsible for all of their respective employee’s actionsrequire disclosure. Except as expressly provided abovein this Section 5, each no right is granted pursuant to this Agreement to either Party shall to use in any manner the other’s Confidential Information only to properly fulfill their obligations hereunder, and not for any other purpose. Upon a Party’s request, the other Party shall return to the requesting Party the originals and all copies of the requesting Party’s Confidential Information within thirty (30) days of such request. Each Party shall impose on its directors and employees a corresponding obligation. 15.3 Each Party shall notify each other Party of its intent to issue any press release or other public announcement with respect to the Company and its activities and, except as required by any competent legal or regulatory authority or any internationally recognized stock exchange, not issue any such release or announcement without the prior consent name of the other Parties, which consent may not be unreasonably withheld. Such consent shall not, however, be required in order for a Party to include a reference to its ownership interest in the Company in its annual reports and similar publicationsParty. 15.4 The Parties’ obligations under this Article 15 shall survive any termination of this Agreement.