Common use of Confidentiality Information Clause in Contracts

Confidentiality Information. 12.1 All Confidential Information disclosed, revealed or otherwise made available by one Party (“the Disclosing Party”) to the other Party (“Receiving Party”) under, or as a result of, this Agreement is furnished to the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement. The Receiving Party shall not use any of the Disclosing Party Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Party. 12.2 In furtherance of the Receiving Party’s obligations under Section 12.1 hereof, the Receiving Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information. Without limiting the generality of this Section 12.2, the Receiving Party shall disclose any of the Disclosing Party’s Confidential Information only to those of its officers, employees, sublicensees, potential sublicensees and financial investors that have a need to know the Disclosing Party’s Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, sublicensees, potential sublicensees and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or are otherwise bound by obligations of confidentiality. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information by any officer, employee or sublicensee of the Receiving Party, and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Confidential Information. 12.3 The Receiving Party’s obligations under Sections 12.1 and 12.2 hereof shall not apply to the extent, but only to the extent, that any of the Disclosing Party’s Confidential Information: (i) passes into the public domain, or becomes generally available to the public through no fault of the Receiving Party; (ii) was known, verifiable through written records, to the Receiving Party prior to disclosure hereunder by the Disclosing Party; (iii) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information; (iv) is disclosed, revealed or otherwise made available to the Receiving Party by a third party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party; or (v) is required to be disclosed under Applicable Law, or in connection with any application by the Receiving Party for any Regulatory Approvals; provided, however, that the Receiving Party shall furnish the Disclosing Party with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party’ Confidential Information from passing into the public domain or becoming generally available to the public. 12.4 Subject to Section 15, upon expiration or termination of this Agreement for any reason whatsoever, the Receiving Party shall return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s Confidential Information, except to the extent that the Receiving Party may retain one copy of such documents and materials for record-keeping purposes. Within thirty (30) days after the date of expiration or termination of this Agreement, the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of the Receiving Party, confirming that the Receiving Party has complied with it obligations under this Section 12.4. 12.5 All of the Receiving Party’s obligations under Sections 12.1 and 12.2 hereof, with respect to the protection of the Disclosing Party’s Confidential Information, shall survive the expiration or termination of this Agreement for any reason whatsoever.

Confidentiality Information. 12.1 All Confidential Information disclosedAny nonpublic information, revealed whether oral or otherwise made available written, disclosed by one Party (“the Disclosing Party”) party to the other Party (“Receiving Party”) underparty that is marked as confidential, identified as confidential at the time of disclosure, or which the receiving party would reasonably construe to be confidential information under the circumstances, is information that must be treated as a result ofconfidential information (that information, this Agreement is furnished “Confidential Information”). Both parties may not disclose the Confidential Information to any third parties. Both parties may only use the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement. The Receiving Party shall not use any of the Disclosing Party Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any the purpose of the Disclosing Party Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Party. 12.2 In furtherance of the Receiving Party’s obligations under Section 12.1 hereof, the Receiving Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information. Without limiting the generality of this Section 12.2, the Receiving Party shall disclose any of the Disclosing Party’s Confidential Information only to those of its officers, employees, sublicensees, potential sublicensees and financial investors that have a need to know the Disclosing Party’s Confidential Information, in order for the Receiving Party to exercise its rights and perform performing its obligations under this Agreementagreement. The recipient party may disclose the Confidential Information to its affiliates, advisors, contractors, and only if employees (collectively, “Representatives”) who have a need-to-know for the purposes of disclosure, provided the recipient party is responsible to ensure that, before such officersdisclosure, employees, sublicensees, potential sublicensees and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or such Representatives are otherwise bound by obligations terms at least as protective of confidentiality. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Partydisclosing party’s Confidential Information by any officer, employee or sublicensee of as the Receiving Partyterms herein, and shall take all actions that the Disclosing Party reasonably requests recipient party remains liable and responsible to disclosing party for any Representative’s non-compliance with restrictions in order to prevent any further unauthorized use or disclosure of this Agreement. Both parties will safeguard the Disclosing Party’s Confidential Information. 12.3 The Receiving Party’s obligations under Sections 12.1 and 12.2 hereof shall not apply Information to the extentsame extent that it safeguards its own confidential information, but only to in no event with less than a reasonable degree of care. The recipient party may disclose, publish, disseminate and use information that is: (a) already in its possession at the extent, that any time of the Disclosing Party’s Confidential Information: disclosure without obligation of confidentiality; (ib) passes into the public domaindeveloped independently; (c) obtained from a source without an obligation of confidentiality; (d) publicly available when received, or becomes generally subsequently made publicly available to the public through no fault of the Receiving Party; recipient party, or (iie) was known, verifiable through written records, to the Receiving Party prior to disclosure hereunder disclosed by the Disclosing Party; (iii) was independently developed by employees or consultants of the Receiving Party disclosing party to another without access to such Confidential Information; (iv) is disclosed, revealed or otherwise made available to the Receiving Party by a third party that is under no obligation of non-confidentiality. If required by law to disclose, the receiving party must limit the disclosure and/or non-use to the Disclosing Party; or (v) is required to be disclosed under Applicable Law, or in connection with any application by the Receiving Party for any Regulatory Approvals; provided, however, that the Receiving Party shall furnish the Disclosing Party with as much as possible, provide prompt prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party’ Confidential Information from passing into the public domain or becoming generally available to the public. 12.4 Subject disclosing party, and work in good faith with disclosing party to Section 15, upon expiration allow disclosing party a reasonable opportunity to avoid or limit such disclosure. Regardless of termination of this Agreement agreement, Confidential Information disclosed under this agreement is subject to this agreement for any reason whatsoever2 years following the initial date of disclosure, unless such information constitutes a trade secret, in which case it remains protected for so long as it is a trade secret under the Receiving Party shall return Uniform Trade Secrets Act. The parties agree to the Disclosing Partycomply with applicable data protection laws (meaning all laws, regulations and other legal requirements relating to privacy, data security, communications secrecy, security breach notification, or destroythe processing of personal data), as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s Confidential Information, except to the extent that the Receiving Party may retain one copy of such documents and materials for record-keeping purposes. Within thirty (30) days after the date of expiration or termination of this Agreement, the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of the Receiving Party, confirming that the Receiving Party has complied with it obligations under this Section 12.4they process personal data. 12.5 All of the Receiving Party’s obligations under Sections 12.1 and 12.2 hereof, with respect to the protection of the Disclosing Party’s Confidential Information, shall survive the expiration or termination of this Agreement for any reason whatsoever.

Confidentiality Information. 12.1 15.1 All Confidential Information disclosed, revealed or otherwise made available by one Party (“the Disclosing Party”) to the other Party (“Receiving Party”) under, or as a result of, this Agreement is furnished to the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement. The Receiving Party shall not use any of the Disclosing Party Party’s Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party Party’s Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Party. 12.2 15.2 In furtherance of the Receiving Party’s obligations under Section 12.1 15.1 hereof, the Receiving Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information. Without limiting the generality of this Section 12.215.2, the Receiving Party shall disclose any of the Disclosing Party’s Confidential Information only to those of its officers, employees, licensees, sublicensees, potential sublicensees sublicensees, consultants and financial investors that have a need to know the Disclosing Party’s Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, licensees, sublicensees, potential sublicensees sublicensees, consultants and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or are otherwise bound by obligations of confidentialityconfidentiality effectively prohibiting the unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information by any officer, employee employee, licensee or sublicensee of the Receiving Party, and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Confidential Information. 12.3 15.3 The Receiving Party’s obligations under Sections 12.1 15.1 and 12.2 15.2 hereof shall not apply to the extent, but only to extent that the extent, Receiving Party can prove by written evidence that any of the Disclosing Party’s Confidential Information: (i) passes into the public domain, or becomes generally available to the public through no fault of the Receiving Party; (ii) was known, verifiable through written records, known to the Receiving Party prior to disclosure hereunder by the Disclosing Party; (iii) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information; (iv) is disclosed, revealed or otherwise made available to the Receiving Party by a third party Third Party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party; or (viv) is required to be disclosed under Applicable Lawapplicable laws and/or regulations, or in connection with any application by the Receiving Party for any Regulatory Approvals; provided, however, that the Receiving Party shall furnish the Disclosing Party Party’s with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party’ ’s Confidential Information from passing into the public domain or becoming generally available to the public. 12.4 15.4 Subject to Section 1519, upon expiration or termination of this Agreement for any reason whatsoever, the Receiving Party shall return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s Confidential Information, except to the extent that the Receiving Party may is required by applicable laws and/or regulations to retain one copy of such documents and materials for record-keeping purposesand except to the extent the Receiving Party is permitted to use such Confidential Information even after the termination pursuant to the terms of this Agreement. Within thirty [****** **** ****(30) days 20)] after the date of expiration or termination of this Agreement, the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of the Receiving Party, confirming that the Receiving Party has complied with it its obligations under this Section 12.415.4. 12.5 15.5 All of the Receiving Party’s obligations under Sections 12.1 15.1 and 12.2 15.2 hereof, with respect to the protection of the Disclosing Party’s Confidential Information, shall survive the for [*** **** *****] after any expiration or termination of this Agreement for any reason whatsoeverwhatsoever , except as set out in Section 19.6 below. 15.6 The Parties recognize the desirability of publishing and publicly disclosing the results of Development provided such publications are subject to reasonable controls to protect Confidential Information. Accordingly, subject coordination through designated representatives of each Party, each Party may publicly disclose the results of its Development involving Perifosine and/or Licensed Products in a manner consistent with best industry practices, subject to prior review and comment by the other Party. If a Party intends to publish an article in a scientific or medical journal or to make a presentation of the results of its Development involving any Perifosine or Licensed Products, such Party shall provide the other Party (through its designated representatives) with the proposed abstract or manuscript of such publication or presentation at least [** *****] prior to submitting to a publisher or initiating any other disclosure. The Party receiving such proposed publication or presentation shall respond promptly through its designated representative, and in any event no later than [****** **** ****] after receipt of such proposed publication or presentation, or such shorter period as may be required by the publication, with any comments thereto. Each Party will give due regard to comments furnished by the other Party and such comments shall not be unreasonably rejected. The publishing Party shall comply with the other Party’s request to delete references to the other Party’s Confidential Information in any such material. In the event that the non-publishing Party reasonably disagrees with the publishing Party’s rejection of its comments, the Parties shall promptly refer such issue for resolution to the Steering Committee; provided that if following such referral the Parties still fail to agree within a reasonable period of time, the publishing Party shall have the final say with respect to such publication or presentation. In addition, the publishing Party shall, at the other Party’s request, delay such publication for a reasonable period (not to exceed [***** **** ****]) to permit filings for patent protection or to otherwise address issues of Confidential Information or related competitive harm. Each Party shall be responsible to assure that its Affiliates agree to equivalent undertakings in favor of the other Party. Notwithstanding anything to the contrary herein, each Party shall be entitled to publish the results of Development in any clinical study database maintained by or on behalf of a Party in accordance with applicable laws and/or regulations, or best

Confidentiality Information. 12.1 All 8.1 Licensee hereby acknowledges that all of Xxxx' Confidential Information Information, including, but not limited to Xxxx' Know-How, disclosed, revealed or otherwise made available by one Party (“the Disclosing Party”) to the other Party (“Receiving Party”) Licensee under, or as a result of, this Agreement is furnished to the Receiving Party Licensee solely to permit the Receiving Party Licensee to exercise its rights, and perform its obligations, under this Agreement. The Receiving Party Licensee shall not use any of the Disclosing Party Xxxx' Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party Xxxx' Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing PartyXxxx. 12.2 8.2 In furtherance of the Receiving Party’s Licensee's obligations under Section 12.1 Article 8.1 hereof, the Receiving Party Licensee shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s Xxxx' Confidential Information. Without limiting the generality of this Section 12.2Article 8.2, the Receiving Party Licensee shall disclose any of the Disclosing Party’s Xxxx' Confidential Information only to those of its officers, employees, sublicensees, potential employees and authorized assignees and sublicensees and financial investors under Article 12.1 hereof that have a need to know the Disclosing Party’s Xxxx' Confidential Information, in order for the Receiving Party Licensee to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, sublicensees, potential employees and authorized assignees and sublicensees and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out agreements, in this Agreement a form reasonably acceptable to Xxxx, which effectively prohibits the unauthorized use or are otherwise bound by obligations disclosure of confidentialityXxxx' Confidential Information. The Receiving Party Licensee shall furnish the Disclosing Party Xxxx with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party’s Xxxx' Confidential Information by any officer, employee employee, assignee or sublicensee of the Receiving PartyLicensee, and shall take all actions that the Disclosing Party Xxxx reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Xxxx' Confidential Information. 12.3 The Receiving Party’s 8.3 Licensee's obligations under Sections 12.1 Articles 8.1 and 12.2 8.2 hereof shall not apply to the extent, but only to the extent, that any of the Disclosing Party’s Xxxx' Confidential Information: (i) passes a. Passes into the public domain, or becomes generally available to the public through no fault of the Receiving PartyLicensee; (ii) was known, verifiable through written records, b. Was known to the Receiving Party Licensee prior to disclosure hereunder by the Disclosing PartyXxxx; (iii) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information; (iv) is c. Is disclosed, revealed or otherwise made available to the Receiving Party Licensee by a third party that is under no obligation of non-disclosure and/or non-use to the Disclosing PartyXxxx; or (v) is d. Is required to be disclosed under Applicable Law, or in connection with any application by the Receiving Party Licensee for any Regulatory ApprovalsApprovals under Article 3.1 hereof; provided, however, that the Receiving Party Licensee shall furnish the Disclosing Party Xxxx with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing PartyXxxx, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party’ Xxxx' Confidential Information from passing into the public domain or becoming generally available to the public. 12.4 Subject to Section 15, upon expiration or 8.4 In the event of the termination of this Agreement for any reason whatsoeverdue to (i) a voluntary termination by Licensee, the Receiving Party pursuant to Article 12.1 hereof; or (ii) termination by Xxxx, pursuant to Article 12.3 or Article 12.4 hereof, Licensee shall return to the Disclosing PartyXxxx, or destroy, as the Disclosing Party Xxxx shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s Xxxx' Confidential Information, except to the extent that the Receiving Party may Licensee is required to retain one copy of such documents and materials for recordmaterials: (i) in accordance with the requirements of any Applicable Laws or Regulatory Approvals; or (ii) to perform its post-keeping purposestermination indemnification obligations, as provided in Articles 10.4 and 10.8 hereof. Within thirty (30) days after the date of expiration or termination of this Agreement, the Receiving Party as provided in this Article 8.4, Licensee shall furnish the Disclosing Party Xxxx with a certificate, duly executed by an officer of the Receiving PartyLicensee, confirming that the Receiving Party Licensee has complied with it obligations under this Section 12.4Article 8.4. 12.5 8.5 In the event of any unauthorized use or disclosure by Licensee of any of Xxxx' Confidential Information, Xxxx shall be entitled to preliminary and permanent injunctive relief, as provided under Applicable Law, to prevent or enjoin any such unauthorized use or disclosure of any of Xxxx' Confidential Information by Licensee. In addition, in the event of any such unauthorized use or disclosure of Xxxx' Confidential Information, Xxxx shall be entitled to recover from Licensee all damages for all harm suffered or incurred by Xxxx as a result of any such unauthorized use of disclosure of any of Xxxx' Confidential Information. 8.6 All of the Receiving Party’s Licensee's obligations under Sections 12.1 Articles 8.1 and 12.2 8.2 hereof, with respect to the protection of the Disclosing Party’s Xxxx' Confidential Information, shall survive the expiration or termination of this Agreement for any reason whatsoever.

Confidentiality Information. 12.1 All Confidential Information disclosed, revealed or otherwise made available by one Party (“"the Disclosing Party”") to the other Party (“"Receiving Party”") under, or as a result of, this Agreement is furnished to the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement. The Receiving Party shall not use any of the Disclosing Party Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Party. 12.2 In furtherance of the Receiving Party’s 's obligations under Section 12.1 hereof, the Receiving Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s 's Confidential Information. Without limiting the generality of this Section 12.2, the Receiving Party shall disclose any of the Disclosing Party’s 's Confidential Information only to those of its officers, employees, sublicensees, potential sublicensees and financial investors that have a need to know the Disclosing Party’s 's Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, sublicensees, potential sublicensees and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or are otherwise bound by obligations of confidentiality. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party’s 's Confidential Information by any officer, employee or sublicensee of the Receiving Party, and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s 's Confidential Information. 12.3 The Receiving Party’s 's obligations under Sections 12.1 and 12.2 hereof shall not apply to the extent, but only to the extent, that any of the Disclosing Party’s 's Confidential Information: (i) passes into the public domain, or becomes generally available to the public through no fault of the Receiving Party; (ii) was known, verifiable through written records, to the Receiving Party prior to disclosure hereunder by the Disclosing Party; (iii) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information; (iv) is disclosed, revealed or otherwise made available to the Receiving Party by a third party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party; or (v) is required to be disclosed under Applicable Law, or in connection with any application by the Receiving Party for any Regulatory Approvals; provided, however, that the Receiving Party shall furnish the Disclosing Party with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party’ ' Confidential Information from passing into the public domain or becoming generally available to the public. 12.4 Subject to Section 15, upon expiration or termination of this Agreement for any reason whatsoever, the Receiving Party shall return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s 's Confidential Information, except to the extent that the Receiving Party may retain one copy of such documents and materials for record-keeping purposes. Within thirty (30) days after the date of expiration or termination of this Agreement, the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of the Receiving Party, confirming that the Receiving Party has complied with it obligations under this Section 12.4. 12.5 All of the Receiving Party’s 's obligations under Sections 12.1 and 12.2 hereof, with respect to the protection of the Disclosing Party’s 's Confidential Information, shall survive the expiration or termination of this Agreement for any reason whatsoever.

Confidentiality Information. 12.1 All Confidential Information disclosed, revealed or otherwise made available by one Party (“the Disclosing Party”) to the other Party (“Receiving Party”) under, or as a result of, this Agreement is furnished to the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement. The Receiving Party shall not use any of the Disclosing Party Party’s Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party Party’s Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Party. 12.2 In furtherance of the Receiving Party’s obligations under Section 12.1 hereof, the Receiving Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information. Without limiting the generality of this Section 12.2, the Receiving Party shall disclose any of the Disclosing Party’s Confidential Information only to those of its officers, employees, agents, consultants, directors, Licensees, sublicensees, potential sublicensees and financial investors that have a need to know the Disclosing Party’s Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, agents, consultants, directors, Licensees, sublicensees, potential sublicensees and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or are otherwise bound by obligations of confidentialityconfidentiality effectively prohibiting the unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information by any officer, employee employee, agents, consultants, directors, licensee or sublicensee of the Receiving Party, and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Confidential Information. 12.3 The Receiving Party’s obligations under Sections 12.1 and 12.2 hereof shall not apply to the extent, but only to the extent, that any of the Disclosing Party’s Confidential Information: (i) passes into the public domain, or becomes generally available to the public through no fault of the Receiving Party; (ii) was known, verifiable through written records, known to the Receiving Party prior to disclosure hereunder by the Disclosing Party; (iii) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information; (iv) is disclosed, revealed or otherwise made available to the Receiving Party by a third party Third Party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party; or; (viv) is required to be disclosed under Applicable Lawapplicable law or by court order, or in connection with any application by the Receiving Party for any Regulatory Approvals; provided, however, that the Receiving Party shall furnish the Disclosing Party with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party’ ’s Confidential Information from passing into the public domain or becoming generally available to the public; or (v) is independently developed by the Receiving Party without breach of this Agreement as evidenced by contemporaneous written records. 12.4 Subject to Section 15, upon expiration or termination of this Agreement for any reason whatsoever, the Receiving Party shall return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s Confidential Information, except to the extent that the Receiving Party may is required by applicable law to retain one copy of such documents and materials for record-keeping purposesmaterials. Within thirty (30) days after the date of expiration or termination of this Agreement, the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of the Receiving Party, confirming that the Receiving Party has complied with it obligations under this Section 12.4. 12.5 All of the Receiving Party’s obligations under Sections 12.1 and 12.2 hereof, with respect to the protection of the Disclosing Party’s Confidential Information, shall survive the expiration or termination of this Agreement for any reason whatsoever.

Confidentiality Information. 12.1 All (a) CT must not disclose, and must ensure that CBCT, and CT’s and CBCT’s employees, contractors and agents do not disclose, any Confidential Information disclosedof CANCERVAC to any third party, revealed or otherwise made available unless the disclosure is required by one Party law. If disclosure is required by law, CT must immediately provide written notice to CANCERVAC’s Authorised Representative of the requirement for the disclosure of the Confidential Information and use its reasonable endeavours to withhold any such disclosure for at least [ * ]. (“the Disclosing Party”b) to the other Party (“Receiving Party”) under, or as a result of, this Agreement is furnished to the Receiving Party solely to permit the Receiving Party to exercise its rights, CT warrants that all relevant employees of CT and perform its obligations, CBCT have entered into written confidentiality agreements undertaking confidentiality obligations no less onerous than those of CT under this Agreement. The Receiving Party shall not use any On receipt of a request from CANCERVAC, CT covenants to provide copies of the Disclosing Party Confidential Information for any other purposeconfidentiality agreements. (c) CANCERVAC, and shall must not disclose, reveal or otherwise make and must ensure that their Affiliates, and CANCERVAC’s and their Affiliates’ employees, contractors and agents do not disclose, any Confidential Information of CT to any third party, unless the disclosure is required by law. If disclosure is required by law, CANCERVAC must immediately provide written notice to CT’s Authorised Representative of the Disclosing Party requirement for the disclosure of the Confidential Information available and use its reasonable endeavours to withhold any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Partysuch disclosure for at least [ * ]. 12.2 In furtherance of the Receiving Party’s obligations under Section 12.1 hereof, the Receiving (d) Each Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized use or agrees that any disclosure of any of the Disclosing Party’s Confidential Information. Without limiting the generality of this Section 12.2, the Receiving Party shall disclose any of the Disclosing another Party’s Confidential Information only to those any of its officers, employees, sublicenseesconsultants, potential sublicensees Affiliates, licensees and financial investors that have a need sub-licensees shall be made only if and to know the Disclosing Party’s Confidential Informationextent necessary to [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, in order for the Receiving Party to exercise MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. carry out its rights and perform its obligations responsibilities under this Agreement, and shall be limited to the maximum extent possible consistent with such rights and responsibilities and shall only if be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such officers, employees, sublicensees, potential sublicensees and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality Confidential Information except as those set out expressly permitted by this Agreement. (e) Failure to observe the obligations contained in this Agreement or are otherwise bound by obligations of confidentiality. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information by any officer, employee or sublicensee of the Receiving Party, Clause is a serious breach and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Confidential Information. 12.3 The Receiving Party’s obligations under Sections 12.1 and 12.2 hereof shall not apply may cause irreparable damage to the extent, but only relevant Party. In addition to the extent, that any of the Disclosing Party’s Confidential Information: (i) passes into the public domain, or becomes generally other remedies available to the public through no fault relevant Party for disclosure of Confidential Information, the proprietor of the Receiving Party; (ii) was known, verifiable through written records, to Confidential Information may require the Receiving Party prior to disclosure hereunder by the Disclosing Party; (iii) was independently developed by employees or consultants permanent removal of the Receiving Party without access to such Confidential Information; (iv) is disclosed, revealed or otherwise made available to person who disclosed the Receiving Party by a third party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party; or (v) is required to be disclosed under Applicable Law, or in connection with any application by the Receiving Party for any Regulatory Approvals; provided, however, that the Receiving Party shall furnish the Disclosing Party with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party’ Confidential Information from passing into the public domain any activities associated or becoming generally available to the publicconnected with this Agreement. 12.4 Subject to Section 15, upon expiration or termination of this Agreement for any reason whatsoever, (f) This Clause survives the Receiving Party shall return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party’s Confidential Information, except to the extent that the Receiving Party may retain one copy of such documents and materials for record-keeping purposes. Within thirty (30) days after the date of expiration or termination of this Agreement, the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of the Receiving Party, confirming that the Receiving Party has complied with it obligations under this Section 12.4. 12.5 All (g) CANCERVAC have at any time the right to inspect all papers and all records and data concerning the Project, including without limitation all relevant SOPs and documents concerning manufacturing licenses and to make copies of the Receiving Party’s obligations under Sections 12.1 and 12.2 hereof, with respect to the protection of the Disclosing Party’s Confidential Information, shall survive the expiration or termination of this Agreement for any reason whatsoeverthem.