Common use of Confidentiality Obligations Clause in Contracts

Confidentiality Obligations. The Receiving Party agrees to treat all Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Party.

Confidentiality Obligations. The Receiving Parties agree that, for the term of this Agreement and for ten (10) years thereafter, either Party agrees to treat all that receives Confidential Information as (a "Receiving Party") from the other Party (a "Disclosing Party") shall keep completely confidential and exclusive property of shall not publish or otherwise disclose and shall not use for any purpose (except as expressly permitted hereunder) any Confidential Information furnished to it by the "Disclosing Party" pursuant to this Agreement (including without limitation, and agrees not to disclose any of the Confidential Information to any thirdknow-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directorshow), officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject except to the conditions of the preceding sentence, extent that it can be established by the Receiving Party may disclose intellectual property licensed to it herein to implement that such Confidential Information: **Certain portions of this Agreement and Exhibit have been ommitted based upon a request for confidential treatment that has been filed with the rights and licenses granted hereunderCommission. The provisions of this paragraph will survive for a period of [***] after omitted portions have been filed separately with the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence:Commission. (a) was lawfully in already known to the Receiving Party’s possession prior to receipt , other than under an obligation of confidentiality from the Disclosing Party; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the Receiving Party by a Third Party, its directors, officers, employees or agents; (e) can be shown by written records to have been independently developed by the Receiving Party without reference to the Confidential Information received from the Disclosing Party and without breach of any of the provisions of this Agreement; or (df) is lawfully received the disclosing party has specifically agreed in writing that the receiving party may disclose. The obligations of confidentiality and non-use set forth in this Section 6.1 shall also apply to biological material and chemical compounds and associated information (including without limitation know-how) disclosed by one Party to the Receiving Party from a third-party without an other prior to or during the term of this Agreement; provided however, that such obligation of confidentiality and non-use shall not apply with respect to the Disclosing Partycompounds which are assigned to DPC or exclusively licensed to DPC by 3DP.

Confidentiality Obligations. The Receiving Party agrees to treat Parties agree that, during the term of this Amended and Restated License Agreement and for five (5) years thereafter, all Confidential Information as disclosed by one Party to the confidential other Party hereunder shall be received and exclusive property of maintained by the Disclosing Partyreceiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted by this Amended and Restated License Agreement, and agrees shall not be disclosed to disclose any Third Party except to the extent necessary to grant a sublicense to the rights granted to Shell hereunder; provided that such disclosure is made under obligations of confidentiality and non-use no less restrictive than the obligations placed upon Shell herein. The Parties acknowledge and agree that the structure and composition of each particular Biocatalyst developed under the Program shall be deemed Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directorsCodexis, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement confidentiality and non-use obligations set forth in this Agreement and the rights and licenses granted hereunderArticle 5. The provisions obligations of confidentiality and non-use set forth in the first sentence of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality Section 5.1 will not apply to any information to the extent that part of Confidential Information, which it can be established by the Receiving receiving Party can demonstrate by documentary evidencethat such information: (a) was lawfully in already known to the Receiving Party’s possession prior receiving Party or its Affiliates at the time of disclosure without restriction as to receipt from the Disclosing Partyconfidentiality or use, as evidenced by competent evidence; (b) was in generally available to the public or was otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Partyreceiving Party or its Affiliates; (c) became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no any fault of the Receiving Party, receiving Party or its directors, officers, employees Affiliates in breach of this Amended and Restated License Agreement; (d) was subsequently lawfully disclosed to the receiving Party or agentsits Affiliates by a Third Party without restriction as to confidentiality or use and other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party or its Affiliates; or (de) is lawfully received independently developed by employees or agents of the receiving Party or its Affiliates without reliance upon or access to Confidential Information of the disclosing Party or its Affiliates, as evidenced by competent evidence. Each Party represents and warrants that it has or will obtain written agreements from each person who has a need to know the other Party’s Confidential Information, which agreements will obligate such person to obligations of confidentiality and non-use no less restrictive than the obligations set forth herein, and to assign to such Party all inventions made by such person during the course of performing any tasks associated with the other Party’s Confidential Information. Further, each Party represents and warrants that those of its employees which have a need to know the other Party’s Confidential Information are bound by obligations of confidentiality and non-use to the employer Party. Either Party may disclose Confidential Information of the other Party to such Party’s Affiliates or to sublicensees or, in the case of Shell, Third Parties for purposes of having any Biocatalyst manufactured in accordance with Section 2.4; provided that any such Affiliate, sublicensee or Third Party agrees prior to such disclosure to be bound by obligations of confidentiality and non-use no less restrictive than those assumed by such disclosing Party herein. Notwithstanding this Article 5 the receiving Party may disclose any Confidential Information of the disclosing Party that the receiving Party is required to disclose under applicable laws or regulations or an order by a court or other regulatory body having competent jurisdiction; provided, however, that except where impracticable, the receiving Party shall give the disclosing Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure. In the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose and, in the event a protective order is obtained by the Receiving disclosing Party, nothing in this Article 5 shall be construed to authorize the receiving Party from a third-party without an obligation to use or disclose any disclosing Party Confidential Information to parties other than such court or regulatory body or beyond the scope of confidentiality the protective order. Codexis and its Affiliates may disclose this Amended and Restated License Agreement if required to be disclosed by applicable State or federal tax or securities laws to the Disclosing Partyextent, and only to the extent, such laws require such disclosure and Codexis provides Shell a reasonable opportunity to review and comment on the general text of such disclosure.

Confidentiality Obligations. The Receiving 6.1 During the term of this Agreement, all customer information and other relevant materials with respect to Party agrees B’s Business and the Services provided by Party A (“Customer Information”) shall belong to treat all Confidential Party A. 6.2 Regardless of whether this Agreement has been terminated, Party A and Party B shall maintain in strict confidence the business secrets, exclusive information, Customer Information as the confidential and exclusive property other relevant materials and any other non-public information of the Disclosing Partyother Party obtained during the entry into and performance of this Agreement (“Confidential Information”). Except where prior written consent has been obtained from the other Party or where disclosure to a third party is mandated by relevant laws and regulations or by rules of the relevant stock exchanges, and agrees not or where the disclosure is made during the proceedings of any suit, arbitration or other legal proceedings or made, in relation to disclose any of the aforesaid legal proceedings, to the courts, arbitration institutions, or relevant implementation or regulatory authorities, the Party receiving the Confidential Information (“Receiving Party”) shall not disclose the Confidential Information or any part of it to any third-party without first obtaining other third party; the written consent of the Disclosing Party. The Receiving Party agrees to limit access to shall not directly or indirectly use any Confidential Information to those or any part of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in for the purpose of performing this Agreement. In particular, and subject to . 6.3 The following information shall not constitute the conditions of the preceding sentence, Confidential Information: 6.3.1 any information that has already been previously obtained by the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for in a period of [***] after the termination or expiration of this Agreementlawful manner as proved by written records; provided, however, with respect to or 6.3.2 any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure information that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in enters the public domain and generally known at not due to the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees Party or agentsbecomes known to the public due to other reasons; or (d) is 6.3.3 any information lawfully received acquired by the Receiving Party from a third-party without an obligation other sources thereafter. 6.4 The Receiving Party may disclose the Confidential Information to its or its related parties’ relevant employees, agents, lenders or potential lenders (including the agents or trustees of the lenders), financing arrangers or potential financing arrangers or its appointed professionals, provided that such Receiving Party shall ensure that the aforesaid persons shall be subject to this Agreement or (as for any lenders (including the agents or trustees of the lenders) or the financing arrangers) the separately executed confidentiality agreements so as to keep the Confidential Information in confidence, and shall use such Confidential Information solely for the purpose of performing this Agreement. 6.5 Upon termination of this Agreement, the Receiving Party of the Confidential Information shall return any document, material or software containing the Confidential Information to the Disclosing Partyoriginal owner or provider of the Confidential Information, or shall destroy the Confidential Information upon the approval of the original owner or provider, including deletion of any Confidential Information in any relevant memory storage device, and shall not continue to use such Confidential Information. 6.6 The Parties agree that, regardless of whether this Agreement is amended, canceled or terminated, this provision will continue to be effective.

Confidentiality Obligations. The Receiving Party agrees to treat all All Confidential Information as disclosed by a Party to the confidential and exclusive property other Party during the term of the Disclosing PartyDLCA or the term of this Agreement shall not be used by the receiving Party except in connection with the activities contemplated by this Agreement or the Stockholders Agreement, shall be maintained in confidence by the receiving Party (except to the extent reasonably necessary for Regulatory Approval of the Products or for the filing, prosecution and maintenance of Patent Rights, in each case consistent with the terms of this Agreement), and agrees shall not to disclose any of otherwise be disclosed by the Confidential Information receiving Party to any third-party other person, firm, or agency, governmental or private, without first obtaining the prior written consent of the Disclosing disclosing Party. The Receiving Party agrees , except to limit access to the extent that the Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information (as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used determined by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence:competent documentation): (a) was lawfully in known or used by the Receiving Party’s possession receiving Party prior to receipt from its date of disclosure to the Disclosing receiving Party;; or (b) was either before or after the date of the disclosure to the receiving Party, is lawfully disclosed to the receiving Party by sources other than the disclosing Party rightfully in the public domain and generally known at the time possession of receipt from the Disclosing Party;such Confidential Information; or (c) becomes part either before or after the date of the public domain through no fault of disclosure to the Receiving receiving Party, becomes published or generally known to the public (including information known to the public through the sale of products in the ordinary course of business), without the receiving Party or its directorsAffiliates, officers, employees licensees or agentssublicensees violating this ARTICLE 9; or (d) is lawfully received independently developed by or for the receiving Party without reference to or reliance upon the disclosing Party’s Confidential Information. Notwithstanding anything set forth herein to the contrary, this ARTICLE 9 shall not prohibit the receiving Party from disclosing Confidential Information of the disclosing Party that is required to be disclosed by the Receiving receiving Party from a third-party without an obligation of confidentiality to comply with applicable Laws, to defend or prosecute litigation or to comply with governmental regulations; provided that, to the Disclosing Partyextent practicable, the receiving Party provides prior written notice of such disclosure to the disclosing Party and assists the disclosing Party in its reasonable and lawful efforts to avoid and/or minimize the degree of such disclosure. Notwithstanding anything set forth herein to the contrary, this ARTICLE 9 shall not prohibit Idenix or Idenix SARL from disclosing the terms of this Agreement to Universita di Cagliari, CNRS, UM II and UAB as required under the agreements between or among Idenix, Idenix SARL and/or such parties that are set forth on Exhibit F, as such agreements may be amended from time to time as permitted hereunder.

Confidentiality Obligations. The Receiving (a) Each Party agrees that it will keep secret and confidential and not use or disclose to treat any other legal entity all Confidential Information made available by another Party other than as necessary for the confidential and exclusive property purposes of the Disclosing Partythis Agreement, and agrees not to save that NSV may disclose any of the Confidential Information to any third-party without first obtaining third parties in confidence as reasonably necessary for the written consent Commercialisation of the Disclosing Party. Project Results. (b) The Receiving obligations imposed on a Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in by this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality clause will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceInformation which: (ai) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was disclosure is in the public domain and generally known at or in published literature or subsequent to disclosure to the time of receipt from the Disclosing Party; (c) Party becomes part of the public domain through no fault or is published other than as a result of an unauthorised act or failure to act by that Party; (ii) is received by a Party from a third party without any obligation to hold in confidence and which has not been obtained by that third party directly or indirectly from any Party; (iii) is independently developed by an employee or officer of the Receiving Party owing the obligation of confidentiality while having no knowledge of the other Party, its directors, officers, employees or agents's Confidential Information; or (iv) the Party claiming confidentiality has identified in writing as being released from the obligation of confidentiality. (c) A combination of information will not be taken to be in the public domain merely because it contains information in the public domain. (d) Confidential Information will not be taken to be in the public domain merely because it is lawfully received embraced by a general disclosure in the public domain. (e) The receiving Party has the onus of showing that any of the above exceptions apply. (f) Each Party will ensure that: (i) its respective employees who participate in the Project or acquire access to Confidential Information, will comply with the obligations of confidentiality as though parties to this Agreement; and Project Agreement Neurosciences Victoria Ltd and Prana Biotechnology Ltd -------------------------------------------------------------------------------- (ii) any of the above mentioned employees who cease to be employed by the Receiving Party from a third-party without an obligation will continue to be bound by such obligations of confidentiality. (g) The obligations of confidentiality to the Disclosing Partyimposed on a Party will survive termination of this Agreement.

Confidentiality Obligations. The 8.1.1 OXFORD acknowledges and agrees that (a) all information provided by TEKMIRA in confidence to OXFORD or OXFORD’s Representatives under the Non-Disclosure Agreement constitutes TEKMIRA Confidential Information for the purposes of this Agreement, and (b) the provisions of this Article 8 shall apply to all TEKMIRA Confidential Information received by OXFORD or its Representatives on or after the effective date of the Non-Disclosure Agreement. 8.1.2 Each Party (the “Receiving Party agrees to treat Party”) will keep all Confidential Information as received from the confidential other Party (the “Disclosing Party”) in confidence for a period of seven (7) years from the date of receipt thereof and exclusive property will not, without the Disclosing Party’s prior written consent, disclose any of the Disclosing Party, and agrees not to disclose any of the ’s Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information person or entity, except to those of its directorsRepresentatives who (i) require such Confidential Information for the performance of this Agreement or the conduct of the Clinical Trial, officers, employees, agents or other third-party who have a need to know such information and who have been informed (ii) are made aware of and are obligated in writing to maintain the confidential nature of such the Confidential Information, and (iii) are bound by obligations of confidentiality with regard to any Confidential Information as set forth herein received. Each Party shall remain liable for the uses and not use it other than as permitted in this Agreement. In particular, and subject to the conditions disclosures of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. its Representatives. 8.1.3 The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions obligation of confidentiality will set out in Section 8.1.2 shall not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully is already in the Receiving Party’s 's or any of its Representatives’ possession prior at the time of disclosure, as can be demonstrated by the Receiving Party by written records; (b) is or later becomes part of the public domain other than as a consequence of a breach of an obligation of confidentiality owed to receipt the Disclosing Party by the Receiving Party; (c) is received from a third party having no obligations of confidentiality to the Disclosing Party; (bd) was is independently developed by the Receiving Party or any of its Representatives as can be demonstrated by the Receiving Party by written records; or (e) is required by law or regulation to be disclosed by the Receiving Party, provided that as far as legally possible the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to oppose such disclosure and if disclosed, the Confidential Information disclosed shall be limited to that Confidential Information which is legally required to be disclosed in response to such law or regulation. A combination of features will not be deemed to be within the foregoing exceptions merely because individual features are in the public domain and generally known at or in the time possession of receipt from the Disclosing Party; (c) becomes part of Receiving Party unless the combination itself is in the public domain through no fault or in the possession of the Receiving Party. 8.1.4 If OXFORD receives a request under the FOI Legislation to disclose any information which, its directorsunder this Agreement, officersis TEKMIRA’s Confidential Information, employees it will notify TEKMIRA and will consult with TEKMIRA. TEKMIRA will respond to OXFORD within seven (7) Business Days after receiving OXFORD’s notice if that notice requests them to provide information to assist OXFORD to determine whether or agents; ornot an exemption in the FOI Legislation applies to the information requested under the FOI Legislation. (d) 8.1.5 The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such Confidential Information is lawfully received by specifically required to be disclosed to the Ethics Committee or the Regulatory Authority. The Parties acknowledge that there is a general understanding that any such Ethics Committee and Regulatory Authority will keep information submitted to it confidential, and the Receiving Party from a third-party without an obligation shall xxxx any of confidentiality to the Disclosing Party’s Confidential Information disclosed in accordance with this Section 8.1.5 as “confidential”, but each Party accepts that the Receiving Party would be unable to impose any specific obligations upon such bodies. 8.1.6 The Parties acknowledge and agree that the Protocol shall not be regarded as Confidential Information under this Agreement.

Confidentiality Obligations. The Receiving Each Party agrees to treat that such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property of the Disclosing Party, and agrees not other Party pursuant to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceunless such information: (a) was lawfully in is or becomes generally available to the Receiving Party’s possession prior to receipt from public other than as a result of disclosure by the Disclosing Partyrecipient; (b) was is already known by or in the public domain and generally known possession of the recipient at the time of receipt from disclosure by the Disclosing disclosing Party; (c) becomes part is independently developed by recipient without use of or reference to the public domain through no fault of the Receiving disclosing Party, its directors, officers, employees or agents’s Confidential Information; or (d) is lawfully received obtained by the Receiving Party recipient from a thirdThird Party that has not breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information, except to Representatives of the recipient who need to know the Confidential Information for the purpose of performing the recipient’s obligations, or exercising its rights, under this Agreement and who are bound by obligations of non-party without an obligation use and non-disclosure substantially similar to those set forth herein. The recipient shall be responsible for any disclosure or use of confidentiality the Confidential Information by such Representatives. The recipient shall protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care. Each Party shall: (i) implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Disclosing other Party’s Confidential Information; (ii) promptly notify the other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and (iii) cooperate with such other Party in the investigation and remediation of any such unauthorized access or disclosure. Notwithstanding the foregoing or the definition of Confidential Information, during the Term of this Agreement, all Licensed Know-How shall be deemed Confidential Information of Company (and not Licensor) and the exception in Section 7.1(b) above shall not apply with respect thereto.

Confidentiality Obligations. The Receiving Party agrees Without the prior written consent of CCI, the Venture and its other Obligated Parties (as defined below) and the Manager (in its capacity as a license hereunder) and its other Obligated Parties shall keep confidential and shall not disclose to treat all any third party whatsoever or use for any purpose whatsoever any Confidential Information as of CCI, other than uses contemplated by Section 1 or 3 hereof and disclosures made in conformity with Section 6(d) hereof; and without the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the prior written consent of the Disclosing Party. The Receiving Party agrees Venture, CCI and its other Obligated Parties and the Manager (in its capacity as a licensee hereunder) and its other Obligated Parties shall keep confidential and shall not disclose to limit access to any third party whatsoever or use for any purpose whatsoever any Confidential Information to those of its directorsthe Venture, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than uses contemplated by Section 2 or 3 hereof and disclosures made in conformity with Section 6(d) hereof, in any case except as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidencefollows: (ai) was lawfully in any Confidential Information of CCI or the Receiving Party’s possession prior to receipt from Venture, as the Disclosing Party;case may be, that the applicable Obligated Party can prove was: (bA) was in the public domain and generally known at prior to the time date of receipt from the Disclosing Party; (c) becomes part of this Agreement or subsequently came into the public domain through no fault of any Obligated Party of CCI, the Receiving PartyVenture or the Manager, as the case may be (provided that any combination of items of Confidential Information shall not be deemed within this exception merely because individual items are part of the public domain, but only if the combination itself and its directors, officers, employees principle(s) of operation or agentsutility are part of the public domain); or (dB) is lawfully received by the Receiving such Obligated Party from without a third-party without an obligation binder of confidentiality from an independent third party. (ii) an Obligated Party of CCI, the Venture or the Manager, as the case may be, may disclose any Confidential Information of another party to the Disclosing Partyextent that it has been advised by counsel that such disclosure is necessary to comply with laws or regulations; provided, that such Obligated Party shall give the Venture or CCI, as the case may be, reasonable advance written notice of such proposed disclosure, shall use its best efforts to secure confidential treatment of any such Confidential Information and shall advise the Venture or CCI, as the may be, in writing of the manner of the disclosure.

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the following termination or expiration of this Agreement in its entirety, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the performance of such Party’s obligations, or the exercise of rights expressly granted to such Party under, this Agreement; provided. Notwithstanding the foregoing, howeverto the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 11.1 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) 11.1.1 has been published by a Third Party or otherwise is or becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party; 11.1.2 is in the receiving Party’s possession prior to disclosure by the disclosing Party, its directors, officers, employees or agents; orto the extent the receiving Party has the right to use and disclose such information; (d) 11.1.3 is subsequently lawfully received by the Receiving receiving Party from a third-party without an obligation of confidentiality Third Party, to the Disclosing extent the receiving Party has the right to use and disclose such information without breach of any agreement between such Third Party and the disclosing Party; *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 11.1.4 is published or otherwise generally made available to Third Parties by the disclosing Party without restriction on disclosure; or 11.1.5 is independently developed by or for the receiving Party without reference to, or use or disclosure of, the disclosing Party’s Confidential Information. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination is in the public domain or in the possession of the receiving Party.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party, and agrees ; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply to that part of Confidential Information, which the Receiving other Party can demonstrate by documentary evidence: except as expressly permitted hereunder. Each Party shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving Subject to paragraph (b) below and except to the extent otherwise expressly authorized by the Transaction Agreements (or the Astellas Agreement) or otherwise agreed to in writing by the applicable Parties, each Party agrees to treat all shall keep confidential and shall not publish or otherwise disclose, nor use for any purpose other than for the purpose of exercising its rights or performing its obligations under this Agreement or any other Transaction Agreement (or the Astellas Agreement), any Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the other Party hereto. Confidential Information to of a Party shall consist of any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information disclosed by such Party to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving another Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this any other Transaction Agreement; provided, however, that any Confidential Information that is part of the Contributed Assets assigned to CPC under the Asset Contribution Agreement shall be deemed Confidential Information of CPC as of and after the Closing Date (but Confidential Information of Maxygen prior to the Closing Date) and such Confidential Information shall not be deemed to be known by Maxygen as of and after the Closing Date for purposes of the exclusions below (and Maxygen shall thereupon be deemed the receiving Party with respect to any trade secrets disclosed hereunder, such Confidential Information for purposes of such exclusions and the other provisions of this paragraph will survive while Section 8.7). For the status avoidance of doubt, the terms, conditions, all Parties and the existence of the trade secret remains. The Receiving Party will ensure that Transaction Agreements shall be considered Confidential Information will of all Parties until such time as and solely to the extent disclosed pursuant to Section 8.7(c) or to the extent as otherwise required by applicable Legal Requirements (subject to a reasonable opportunity for prior review and comment by the other Parties). Notwithstanding any of the foregoing to the contrary, Confidential Information shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (ai) was lawfully in already known to the Receiving receiving Party’s possession prior , other than under an obligation of confidentiality (except to receipt from the Disclosing extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure to such Party; (bii) was in generally available to the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes or otherwise part of the public domain through no fault at the time of its disclosure to a Party hereunder; (iii) became generally available to the public or otherwise part of the Receiving public domain after its disclosure and other than through any act or omission of any receiving Party in breach of this Agreement or any other Transaction Agreement; (iv) was independently discovered or developed by such Party without reference to or use of Confidential Information of another Party, its directors, officers, employees or agentsas demonstrated by documented evidence; or (dv) is lawfully received by the Receiving Party from a third-party without was disclosed to such Party, other than under an obligation of confidentiality (except to the Disclosing Partyextent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a Third Party who had no obligation not to disclose such information to others. The obligations set forth in this Section 8.7(a) shall remain in effect during the term of this Agreement or for five (5) years following termination of this Agreement.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [...***...] thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party, and agrees ; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein for the purpose of performing the *Confidential Information, indicated by [...***...], has been omitted from this filing and not use it other than as permitted in this Agreementfiled separately with the Securities and Exchange Commission. In particularrecipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply to that part of Confidential Information, which the Receiving other Party can demonstrate by documentary evidence: except as expressly permitted hereunder. Each Party shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving Party agrees 7.1 Both parties shall: a) keep the other party’s Confidential Information strictly confidential using the same degree of care to treat all protect the other party’s Confidential Information as that party uses to protect its own Confidential Information of a similar nature; b) not disclose the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the other party’s Confidential Information to any third-person without that other party’s prior written consent, and even then, only under conditions of confidentiality approved in writing by the party without first obtaining whose Confidential Information is being disclosed; c) act in good faith at all times in relation to the written consent other party’s Confidential Information; and d) not use any of the Disclosing Party. The Receiving Party agrees to limit access to other party’s Confidential Information except for the purpose it was divulged to those of the receiving party. 7.2 Notwithstanding Clauses 7.1, a party's Confidential Information may be disclosed by the other party to its directors, officers, employees, professional advisers, insurers, agents or other third-party and subcontractors who have a need to know such information access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who have been informed are bound by a written agreement or any executed non-disclosure agreement to protect the confidentiality of and the disclosed Confidential Information. 7.3 No obligations are obligated in writing imposed by this Clause 7 with respect to maintain the confidential nature of such a party's Confidential Information as set forth herein if that Confidential Information: a) is known to the other party before disclosure under the agreement and is not use it subject to any other than as permitted obligation of confidentiality; b) is or becomes publicly known through no act or default of the other party; or c) is obtained by either party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality. 7.4 The restrictions in this Clause 7 do not apply to the extent if any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognized stock exchange. 7.5 Upon the termination of the Agreement. In particular, each party must immediately cease to use the other party’s Confidential Information; within five (5) Business Days following the date of receipt of a written request for termination from the other party, the relevant party shall destroy or return to the other party (at the other party's option) all media, tangible or intangible, containing the other party's Confidential Information, and subject to must delete or destroy the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. other party's Confidential Information. 7.6 The provisions of this paragraph will survive for a period of [***] after Clause 7 shall continue in force indefinitely following the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. Agreement. 7.7 The Receiving Party will ensure that Confidential Information will parties shall not be used by its directors, officers, employees make any public disclosures relating to the Agreement or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part contents of the Agreement (including disclosures in press releases, public domain through no fault announcements and marketing materials) without the prior written consent of the Receiving PartyProvider, its directors, officers, employees such consent not to be unreasonably withheld or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydelayed.

Confidentiality Obligations. 8.1. Each Party acknowledges that during this Agreement, a Party (the “receiving Party”) may become privy to Confidential Information which is disclosed by the other Party (the “disclosing Party”). 8.2. The Receiving receiving Party agrees to treat shall keep all Confidential Information as confidential. The receiving Party shall not disclose Confidential Information to any third party, and shall not use Confidential Information for any purposes other than for the purposes of this Agreement. The receiving Party shall safeguard the Confidential Information to the same extent that it safeguards its own confidential and exclusive property proprietary information and in any event with no less than a reasonable degree of protection. 8.3. Each Party agrees that before any of its subcontractors and/or agents may be given access to Confidential Information, each such subcontractor and/or agent shall agree to be bound by a confidentiality undertaking comparable to the terms of this Agreement. Notwithstanding the return of any Confidential Information, each Party and its subcontractors and/or agents will continue to hold in confidence all Confidential Information, which obligation shall survive any termination of this Agreement. 8.4. In the event the receiving Party is requested or required to disclose, by court order or regulatory decision, any of the Disclosing disclosing Party’s Confidential Information, and agrees not the receiving Party shall provide, to disclose any the extent permitted, the disclosing Party with prompt written notice so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. The receiving Party shall furnish only that portion of the Confidential Information which is legally required. 8.5. The confidentiality undertaking under this Article 8 shall not be applicable if the Confidential Information: • has become publicly known prior to being divulged or thereafter, but without any third-breach of confidentiality undertaking; or • had been legitimately obtained from a third party neither tied by an obligation of confidentiality nor professional secrecy; or • was independently created by the receiving Party without first obtaining the written consent use of any Confidential Information of the Disclosing disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents ; or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination • was already known or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used developed by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received as can be demonstrated by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydocumentary evidence.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [***] thereafter, such Party shall, and shall ensure that its Representatives hold in confidence all Confidential Information disclosed to it by the other Party pursuant to this Agreement, unless such information, as the confidential and exclusive property demonstrated by competent evidence of the Disclosing recipient: (i) is or becomes generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party, and agrees ; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercising its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who are bound by obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. The above provisions recipient shall be responsible for any disclosure or use of confidentiality will the Confidential Information by such Representatives. The recipient shall protect Confidential Information using not apply to that part of Confidential Informationless than the same care with which it treats its own confidential information, which the Receiving but at all times shall use at least reasonable care. Each Party can demonstrate by documentary evidence: shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving All information disclosed by one Party or its Affiliates to the other Party or its Affiliates pursuant to this Agreement, the Confidentiality Agreement, the Phase 1 Agreement or any other Collaboration Agreement shall be the “Confidential Information” of the Party who disclosed it (or the Party whose Affiliate disclosed it) for all purposes hereunder. Each Party agrees to treat all Confidential Information as that, during the confidential Term and exclusive property of the Disclosing Partyfor seven (7) years thereafter, such Party shall, and agrees not shall ensure that its Affiliates and its and their respective officers, directors, employees and agents shall, keep completely confidential (using at least the same standard of care as it uses to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those protect proprietary or confidential information of its directorsown, officers, employees, agents but in no event less than reasonable care) and not publish or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein otherwise disclose and not use for any purpose except as expressly permitted hereunder, any Confidential Information or materials furnished to it by the other than as permitted in this Agreement. In particular, and subject to the conditions Party or its Affiliates (including know-how of the preceding sentence, the Receiving disclosing Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunderor its Affiliates). The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any information disclosed by a Party or its Affiliates hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencewith competent evidence that such Confidential Information: (a) was lawfully in already known to the Receiving receiving Party or its Affiliates, other than under an obligation of confidentiality to the disclosing Party’s possession prior to receipt from , at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Partyreceiving Party or its Affiliates; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Partyreceiving Party or its Affiliates in breach of the Confidentiality Agreement, the Phase 1 Agreement and/or this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its directors, officers, employees Affiliates by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party or agentsits Affiliates; or (de) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party or its Affiliates. Specific information shall not become exempt from the obligations herein merely because it is lawfully received embraced by general information within any of the exceptions according to Section 15.1(a) – (e) above. Combinations of parts of information are not exempt from the obligations herein if any of the exceptions of Section 15.1(a) – (e) applies only to such parts but not to their combination. A receiving Party shall notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Article 15 by the Receiving receiving Party from a third-party without an obligation or its Affiliates, and shall cooperate with the disclosing Party and its Affiliates in every reasonable way to help the disclosing Party and its Affiliates regain possession of confidentiality such Confidential Information and to the Disclosing Partyprevent its further unauthorized use.

Confidentiality Obligations. The Receiving At all times during the Term and for a period of ten (10) years following termination or expiration hereof in its entirety, each Party agrees shall, and shall cause its Affiliates, and its and their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to treat all a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information as furnished or otherwise made known to it, directly or indirectly, by the confidential and exclusive property of the Disclosing other Party, and agrees not except to disclose any the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the Confidential Information to any third-party without first obtaining performance of a Party’s obligations, or the written consent exercise of the Disclosing a Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors’s rights, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in under this Agreement. In particular, Confidential Information disclosed under the Existing CDAs shall be considered Confidential Information disclosed under this Agreement and subject to the terms and conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided. Notwithstanding the foregoing, howeverbut to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 7.1 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used include any information that: IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***” 7.1.1 has been published by its directors, officers, employees a Third Party or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party, its directors, officers, employees or agents; 7.1.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Joint Know-How; 7.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; or (d) 7.1.4 has been independently developed by or for the receiving Party without reference to, or use or disclosure of the disclosing Party’s Confidential Information; provided that the foregoing exception shall not apply with respect to Joint Know-How. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information in the Receiving public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party from a thirdmerely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party. Joint Know-party without an obligation How shall be considered the Confidential Information of confidentiality to the Disclosing Partyboth Parties.

Confidentiality Obligations. The Receiving Each Party agrees that such Party will use reasonable efforts to treat all keep confidential any Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing other Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality foregoing obligations will not apply to that part of Confidential Information, which any information to the Receiving Party can demonstrate by documentary evidenceextent that: (a) was lawfully in 11.1.1 Was already known to the Receiving receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known , other than under an obligation of confidentiality, at the time of receipt from disclosure; ||| 11.1.2 Was generally available to the Disclosing public or was otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 11.1.3 Became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agentsreceiving Party in breach of this Agreement; or (d) is 11.1.4 Was subsequently lawfully received disclosed to the receiving Party by the Receiving Party from a third-third party without an other than in contravention of a confidentiality obligation of confidentiality such third party to the Disclosing disclosing Party. Each Party may disclose the other Party’s Confidential Information to the extent such disclosure is reasonably necessary for prosecuting or defending litigation, advising investors and the investment community of the results of activities hereunder (subject to the prior written consent of the other Party, which consent will not be unreasonably withheld), complying with applicable governmental regulations, granting a permitted sublicense of its rights hereunder or otherwise in performing its obligations or exercising its rights hereunder. If a Party is required to make any such disclosure of the other Party’s Confidential Information, it will give reasonable advance notice to that other Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Confidential Information prior to its disclosure, and, except to the extent inappropriate in the case of patent applications, will use all reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise).

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the years following termination or expiration hereof in its entirety, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the performance of, or the exercise of such Party’s rights under, this Agreement; provided. Notwithstanding the foregoing, howeverto the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 8.2 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) 8.2.1 has been published by a Third Party or otherwise is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party, its directors, officers, employees ; 8.2.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Regulatory Documentation or agentsJoint Know-How; 8.2.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; 8.2.4 that is generally made available to Third Parties by the Disclosing Party without restriction on disclosure; or (d) is lawfully received 8.2.5 have been independently developed by or for the Receiving receiving Party from a thirdwithout reference to, or use or disclosure of, the disclosing Party’s Confidential Information; provided that the foregoing exception shall not apply with respect to Regulatory Documentation or Joint Know-party without an obligation of confidentiality to the Disclosing PartyHow.

Confidentiality Obligations. The Unless otherwise provided in this Agreement, this Agreement, any and all other related documents and any and all documents released by either of the Parties (the “Disclosing Party”) to the other Party (the “Receiving Party”) in conjunction with the transaction contemplated by this Agreement shall be treated by both Parties as confidential and shall not be released in whole or in part to any third Party. In particular, the Receiving Party agrees to treat all undertakes: • To keep the Confidential Information strictly confidential, not to deliver, disclose of publish it to any third Party including subsidiary companies and companies having an interest in its capital, except as otherwise agreed in writing by the confidential Disclosing Party; • To use the Confidential Information solely for the purpose defined herein and exclusive property of except as otherwise expressly agreed in writing by the Disclosing Party, and agrees not to use the same or permit its use for any other purpose; • To disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information only to those of its directors, officers, employees, agents or other third-party who have direct employees having a need to know such information and who have been Confidential Information in order to make permitted use thereof, after having beforehand clearly informed such employees of and are obligated in writing to maintain the strictly confidential nature of such the Confidential Information as set forth herein and not use it other than as permitted in this Agreementcaused them to observe said conditions of confidentiality. In particularThe Receiving Party shall be responsible for the correct performance of said obligations of confidentiality by its employees and shall keep up to date the list of its personnel, and subject to whom Confidential Information is communicated, which list shall be made available to the conditions Disclosing Party at its request; • not to make any press release concerning the whole or any part of the preceding sentencetransaction contemplated by this Agreement (or of any future amendment hereto) without the prior consent of the other Party hereto; • not to duplicate the Confidential Information nor to copy or reproduce the same beyond the limited purpose of the Agreement; • not to disclose Confidential Information to any third Party, unless such third Party is acting at the instruction of the Receiving Party and such disclosure is reasonably necessary to accomplish one or more of the purpose of the Agreement; provided however, that prior to any such disclosure the following conditions is satisfied: the Receiving Party shall have obtained written prior approval of the Disclosing Party of such proposed disclosure, which approval may be not unreasonably withheld or delayed. • Immediately notify the Disclosing Party if a disclosure of Confidential Information is required by a governmental authority and to use all reasonable effort to assist the Disclosing Party in opposing such disclosure if applicable; • Upon discovery of any disclosure of Confidential Information, regardless of whether such discovery is intentional or inadvertent, the Receiving Party may disclose intellectual property licensed shall promptly notify the Disclosing Party and take all reasonable actions (i) to it herein to implement this Agreement and retrieve the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (aii) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; destroy any unauthorised copies thereof and (biii) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partystop further disclosure.

Confidentiality Obligations. The Receiving Party agrees to treat all Confidential Information as the confidential and exclusive property 6.1 In respect of the Disclosing Party, and agrees not to disclose any of the Confidential Identifying Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentencespecifically, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidencemust: (a) was lawfully not disclose the Identifying Information nor permit third parties who are not named in the Receiving Party’s possession prior original approved TRA Application Form attached as Annexure 1 to receipt from this Agreement to use the Disclosing PartyIdentifying Information; (b) was within the Receiving Party, restrict access to the Identifying Information to the minimum number of individuals necessary to complete the Study; (c) establish and maintain the appropriate administrative, technical, and physical safeguards to protect the confidentiality of the Identifying Information and to prevent unauthorised use or access to the Identifying Information; (d) not release any Study Data or other findings or information derived from the Identifying Information if this contains any combination of data elements that might allow for identification or the deduction of a Participant’s identity, other than to the University in accordance with clauses 7.2 and 8 of this Agreement; and (e) subject any Study Data, findings or manuscripts proposed for public release (e.g., abstracts, presentations, publications) to a stringent review to assure that Identifying Information confidentiality is maintained and that individual study Participants cannot be identified. 6.2 In respect of all Confidential Information generally, the public domain and generally known at Recipient must: (a) keep all Confidential Information confidential; (b) not use Confidential Information in any way which would be harmful to the time best interests of receipt from the Disclosing Party; (c) becomes part immediately notify the University in the event of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; orany disclosure which is strictly required by law; (d) is lawfully received not use any Confidential Information in any way other than for the Study or as otherwise contemplated by this Agreement without the Receiving Party from a third-party without an obligation prior written permission of confidentiality to the Disclosing Party; and (e) ensure that all employees or agents to whom Confidential Information is disclosed are legally bound to keep the Confidential Information confidential and not to use the Confidential Information except as permitted under this Agreement.

Confidentiality Obligations. The Receiving Each Party agrees to treat all that, for the Term and for five (5) years thereafter, such Party shall keep, and shall ensure that its officers, directors, employees and agents keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except as expressly permitted hereunder any Confidential Information as furnished to it by the confidential and exclusive property other Party pursuant to this Agreement (including, without limitation, Know-How or Research Technology of the Disclosing disclosing Party, and agrees not to disclose ) or any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing PartyJoint Research Technology. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any information to the extent that part of Confidential Information, which the Receiving it can be established by such receiving Party can demonstrate by documentary evidencethat such information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or any of its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving receiving Party or any of its Affiliates in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party, its directors, officers, employees or agents; or (de) is lawfully received was developed or discovered by employees of the Receiving receiving Party or any of its Affiliates who had no access to the Confidential Information of the disclosing Party. Each Party shall have written agreements from a third-party without an obligation each of its employees, agents, and consultants who perform substantial work on the Research or development, which agreements shall obligate such persons to similar obligations of confidentiality and to assign to such Party all inventions made by such persons during the course of performing the Research. Each Party may disclose the other’s Confidential Information to the Disclosing extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation or as otherwise required by legal process, complying with applicable governmental regulations, making a permitted sublicense of its rights hereunder or conducting clinical trials or otherwise in performing its obligations or exercising its rights hereunder; provided, that if a Party is required to make any such disclosure of the other Party’s Confidential Information, it will give reasonable advance notice to such other Party of such disclosure requirement, will cooperate with such other Party in the efforts of such other Party to secure confidential treatment of such Information prior to its disclosure, and, save to the extent inappropriate in the case of patent applications, will use all reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise). In addition, each Party shall have the right to disclose to its Affiliates Confidential Information of the other Party, provided that such Party shall ensure that its Affiliates maintain the confidentiality of such information in accordance with the provisions of this Section 9.1.

Confidentiality Obligations. 6.1 During the term of the Agreement, all customer information and other relevant information (hereinafter referred to as “Customer Information”) related to Party B’s business and Party A’s services shall be owned by Party A. 6.2 Regardless of whether the Agreement is terminated, the Parties shall keep the other Party’s trade secrets, proprietary information, Customer Information and other relevant information, as well as non-public information of any other Party (hereinafter referred to as “Confidential Information”) obtained during the conclusion and performance of the Agreement strictly confidential. The Receiving Party agrees to treat all receiving the Confidential Information (hereinafter referred to as the confidential and exclusive property “Recipient”) shall not disclose the Confidential Information or any part thereof to any other third party except for the prior written consent of the Disclosing Partyother Party or disclosure as required by the relevant laws and regulations as well as the rules of the relevant stock exchange. The Recipient shall not use or indirectly use the Confidential Information or any part thereof, except for the purpose of performing the Agreement. 6.3 The following information is not confidential: (1) any information previously known by the Recipient through legal means as proved by documentary evidence; (2) information that entered the public domain not due to the fault of the Recipient or is known to the public due to other reasons; or (3) The information legally obtained by the Recipient from other sources afterwards. 6.4 The Recipient may disclose Confidential Information to its employees and agents concerned or professionals it hired; nevertheless, the Recipient shall ensure that the above persons are bound by the Agreement, so that the Confidential Information is kept confidential, and agrees not to disclose any they only use the Confidential Information for the purpose of performing the Agreement. 6.5 Once the Agreement is terminated, the Recipient of the Confidential Information to shall return any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to documents, data or software containing Confidential Information to those of its directors, officers, employees, agents the original owner or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part provider of Confidential Information, which or destroy such documents, data or software with the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part consent of the public domain through no fault original owner or provider, including deletion of any Confidential Information from any related storage device, and may not continue to use such Confidential Information. 6.6 The Parties agree that this article will continue to be valid regardless of whether the Receiving PartyAgreement is changed, its directors, officers, employees cancelled or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partyterminated.

Confidentiality Obligations. The Receiving Each Party agrees to treat shall receive and keep all Confidential Proprietary Information in complete confidence in the same manner and with the same protection as the confidential such Party maintains for its own proprietary information and exclusive property of the Disclosing Party, and agrees hereby covenants not to use such Proprietary Information or any part of it except for the purposes of this Agreement or disclose or make such Proprietary Information or any part of the Confidential Information it available to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees third parties except: (a) to limit access to Confidential Information to those of its directors, officers, employees, Affiliates and responsible sub-contractors or agents or other third-party (including attorneys) who have a need to know require such information Proprietary Information for the express purposes of this Agreement and who have been informed of and are obligated bound in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted receiving Party in this Agreement. In particular, and subject to a manner consistent with the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The confidentiality provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, howeverthat, with respect TCS shall not have the right to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential share Novartis Proprietary Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession Field with any of TCS' sub-licensees without the prior to receipt from the Disclosing Partywritten consent of Novartis; (b) was for disclosure to governmental health or regulatory agencies for the purpose of obtaining and maintaining any necessary regulatory approvals for the Licensed Materials or Licensed Products in the public domain Territory (and generally then, to the fullest extent possible, only under conditions of confidentiality); (c) to the extent that the disclosing Party may agree in writing; (d) to the extent that such can be clearly demonstrated by prior written documents in its possession to be known to the receiving Party or an Affiliate of the receiving Party from a source other than the disclosing Party or an Affiliate of the disclosing Party who is not in breach or default of any confidentiality obligation to the disclosing Party or an Affiliate of the disclosing Party at the time of receipt from the Disclosing disclosing Party hereunder; (e) to the extent that such is a matter of public knowledge at the time of disclosure hereunder or becomes a matter of public knowledge other than by breach of this Agreement by the receiving Party, its employees or anyone that received Proprietary Information from the receiving Party; (cf) becomes part to the extent that it is required by law or bona fide legal process to be disclosed (and then, to the fullest extent possible, only under conditions of confidentiality). Each Party specifically agrees that, except as shall be necessary for governmental notification purposes or to comply with applicable laws and regulations, it will not provide a copy of this Agreement, the License Agreement, the Stock Purchase Agreement or any other related agreement to any third party except its employees, Affiliates and responsible sub-contractors or agents (including attorneys) who require such copy for the express purposes of this Agreement and who are bound in writing to the Party providing the copy in a manner consistent with the confidentiality provisions of this Agreement without the prior written consent of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving other Party from a third-party without an obligation of confidentiality to the Disclosing Partyhereto.

Confidentiality Obligations. The Receiving Party Each party agrees that (a) during the course of its performance of this Agreement it may learn or be exposed to treat all certain of the other party's Confidential Information; (b) the Confidential Information as of the confidential and exclusive other shall remain the property of the Disclosing Partyother, and agrees that such Confidential Information is made available on a limited use basis solely in connection with this Agreement; (c) it will advise its employees and independent contractors to whom the information is disclosed of their obligations under this Agreement; (d) it will not sell, disclose or otherwise make available any such Confidential Information, in whole or in part, to disclose any third party other than its independent contractors under appropriate written confidentiality agreements without the prior written consent of the other party, or use Confidential Information for any purpose other than as expressly authorized by this Agreement; and (e) it will utilize the same degree of care it utilizes for its own Confidential Information, but in no case less than a reasonable degree of care, to prevent disclosure of such Confidential Information to any third-party without first obtaining the written consent unauthorized person or entity. Upon termination of the Disclosing Partythis Agreement all copies of Confidential Information shall be returned. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in restrictions under this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will Section shall not apply to that part information which: (i) is or becomes publicly known through no wrongful act of the party receiving the Confidential Information; or (ii) becomes known to a party without confidential or proprietary restriction from a source other than the disclosing party-, which the Receiving Party or (iii) a party can demonstrate show by documentary evidence: (a) written records was lawfully in the Receiving Party’s its possession prior to receipt from disclosure by the Disclosing Party; other party; or (biv) was in independently developed by it without use of or reference to the public domain Confidential Information of the other party. In the event a party is legally compelled to disclose Confidential Information of the other party, it will be entitled to do so provided it gives the other party prompt notice and generally known assists the other party, at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Partyother party's expense, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from in obtaining a third-party without an obligation of confidentiality to the Disclosing Partyprotective order.

Confidentiality Obligations. The Receiving Party agrees to treat Parties agree that, during the Term and for ten (10) years thereafter, all Confidential Information as disclosed by one Party to the confidential other Party(ies) hereunder shall be received and exclusive property of maintained by the Disclosing Partyreceiving Party and its Affiliates in strict confidence, shall not be used for any purpose other than the purposes expressly permitted by this Agreement, and agrees shall not to disclose any of the Confidential Information be disclosed to any third-party without first obtaining the written consent of the Disclosing Third Party. The Receiving Party agrees to limit access to Confidential Information to those obligations of its directors, officers, employees, agents or other thirdconfidentiality and non-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as use set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions first sentence of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality Section 7.1 will not apply to any information to the extent that part of Confidential Information, which it can be established by the Receiving receiving Party can demonstrate by documentary evidencethat such information: (a) was lawfully in already known to the Receiving Party’s possession prior receiving Party or its Affiliates at the time of disclosure without restriction as to receipt from confidentiality or use, as evidenced by records of the Disclosing Partyreceiving Party and its Affiliates; (b) was in generally available to the public or was otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Partyreceiving Party or its Affiliates; (c) became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no any fault of the Receiving receiving Party or its Affiliates in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party without restriction as to confidentiality or use, and other than in contravention of a confidentiality obligation of such Third Party, whether based on contract or a fiduciary or other similar obligation, to the disclosing Party or its directors, officers, employees or agentsAffiliates; or (de) is lawfully received independently developed by employees, consultants and/or independent contractors of the receiving Party or its Affiliates without reliance upon or access to Confidential Information of the disclosing Party or its Affiliates, as evidenced by records of the receiving Party and its Affiliates. Each Party represents and warrants that it has or will obtain written agreements from each of its employees, consultants and independent contractors who perform work on the Program or otherwise have a need to know the other Party’s Confidential Information, which agreements will obligate such persons to obligations of confidentiality and non-use no less restrictive than those assumed by the Receiving Parties herein, and to assign to such Party from all inventions made by such persons during the course of performing any tasks associated with the Program. Further, each Party represents and warrants that those of its employees which perform work on the Program or otherwise have a third-party without an obligation need to know the other Party’s Confidential Information are bound by obligations of confidentiality and non-use to the Disclosing employer Party. Each Party may disclose Confidential Information of the other Party(ies) to such Party’s Affiliates, provided that any such Affiliate agrees prior to such disclosure to be bound by obligations of confidentiality and non-use no less restrictive than those assumed by such disclosing Party herein. Notwithstanding the foregoing, a Party may disclose the terms of this Agreement and information relating to the Program in confidence solely on a need-to-know basis to potential or actual collaborators, partners, or licensees (including without limitation potential sublicensees), who prior to disclosure must agree to be bound by obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Article 7; and/or in confidence to potential or actual investment bankers, advisors (including without limitation financial advisors and accountants), investors, lenders, acquirers, merger partners, or other potential financial or strategic partners, and their attorneys and agents, on a need to know basis; provided, however, that the receiving Party shall remain responsible for any failure by any Third Party who receives Confidential Information pursuant to this Section 7.1 to treat such Confidential Information as required under this Article 7. Notwithstanding this Article 7, the receiving Party may disclose any Confidential Information of the disclosing Party that the receiving Party is required to disclose under applicable laws or regulations or an order by a court or other regulatory body having competent jurisdiction; provided, however, that except where impracticable, the receiving Party shall give the disclosing Party reasonable advance notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure. In the event of any such required disclosure, the receiving Party shall disclose only that portion of the Confidential Information of the disclosing Party that the receiving Party is legally required to disclose and, in the event a protective order is obtained by the disclosing Party, nothing in this Article 7 shall be construed to authorize the receiving Party to use or disclose any disclosing Party Confidential Information to parties other than such court or regulatory body or beyond the scope of the protective order.

Confidentiality Obligations. The Receiving Party agrees to treat all All Confidential Information as disclosed by one Party to the confidential other Party hereunder shall, during the Term, be maintained in confidence by the receiving Party and exclusive property of shall not be disclosed to Third Parties nor used for any purpose except to perform the Disclosing receiving Party’s obligation or exercise the receiving Party’s rights pursuant to and in accordance with this Agreement, and agrees not to disclose any of without the Confidential Information to any third-party without first obtaining the prior written consent of the Disclosing disclosing Party. The Receiving Party agrees Both Parties shall require employees to limit access to whom Confidential Information is disclosed to those undertake confidentiality and non-use obligations at least as restrictive as the terms of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunderArticle 9. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions foregoing obligations of confidentiality will shall not apply to the extent that part of the subject Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally is known by receiving Party at the time of receipt from its receipt, and not through a prior disclosure by the Disclosing disclosing Party, as documented by the receiving Party’s business records; (b) is properly in the public domain; c) becomes part is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not, to the knowledge of the public domain through no fault of the Receiving receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without under an obligation of confidentiality to the Disclosing disclosing Party; d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records; e) is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical studies or to market Product (including by AbbVie outside of the Territory), but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations and all reasonable steps shall be taken in order to protect the confidentiality of such Confidential Information; f) is necessary to be disclosed to Affiliates, agents, consultants, and/or other Third Parties inside or outside the Territory for the research and development, manufacturing and/or marketing of Product (or for such entities to determine their interest in performing such activities) for sale or use in the Territory in accordance with this Agreement on the condition that such Affiliates and/or Third Parties agree to be bound by the confidentiality and non-use obligations contained in this Agreement; or g) to the extent required by Applicable Law (including in connection with any securities reporting obligations of the United States Securities and Exchange Commission (SEC) or stock market on which the receiving Party is listed) or court order; provided, however, that the recipient promptly provides to the disclosing Party prior written notice of such disclosure and provides reasonable assistance in obtaining an order or other remedy protecting the Confidential Information from public disclosure.

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the years following termination or expiration of this Agreement in its entirety, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary for the performance of, or the exercise of such Party’s rights under, this Agreement; provided. Notwithstanding the foregoing, howeverto the extent the receiving Party can be demonstrated by documentation or other competent proof, the confidentiality and non-use obligations under this Section 8.2 with respect to any trade secrets disclosed hereunderConfidential Information shall not include any information that: 8.2.1 has been published by a Third Party or otherwise is or hereafter becomes publicly available by public use, publication, general knowledge or the provisions of this paragraph will survive while like through no wrongful act, fault, or negligence on the status part of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence:receiving Party; (a) was lawfully 8.2.2 has been in the Receiving receiving Party’s possession prior to receipt disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; 8.2.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the Disclosing disclosing Party; (b) was in 8.2.4 is generally made available to Third Parties by the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agentsdisclosing Party without restriction on disclosure; or (d) 8.2.5 has been independently developed by or for the receiving Party without reference to, or use or disclosure of, the disclosing Party’s Confidential Information; Specific aspects or details of Confidential Information shall not be deemed to be publicly available or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information publicly available or in the Receiving possession of the receiving Party. Further, any combination of Confidential Information shall not be considered publicly available or in the possession of the receiving Party from a third-party without an obligation merely because individual elements of confidentiality to such Confidential Information are publicly available or in the Disclosing possession of the receiving Party unless the combination and its principles are publicly available or in the possession of the receiving Party.

Confidentiality Obligations. The Receiving Parties agree that, for the term of --------------------------- this Agreement and for ten (10) years thereafter, either Party agrees to treat all that receives Confidential Information as (a "Receiving Party") from the other Party (a "Disclosing Party") shall keep completely confidential and exclusive property of shall not publish or otherwise disclose and shall not use for any purpose (except as expressly permitted hereunder) any Confidential Information furnished to it by the "Disclosing Party" pursuant to this Agreement (including without limitation, and agrees not to disclose any of the Confidential Information to any thirdknow-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directorshow), officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject except to the conditions of the preceding sentence, extent that it can be established by the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of such Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt , other than under an obligation of confidentiality from the Disclosing Party; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agents; orParty in breach of this Agreement; (d) is was subsequently lawfully received disclosed to the Receiving Party by a Third Party; (e) can be shown by written records to have been independently developed by the Receiving Party without reference to the Confidential Information received from the Disclosing Party and without breach of any of the provisions of this Agreement; or **Certain portions of this Exhibit have been omitted based upon a thirdrequest for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. (f) the disclosing party has specifically agreed in writing that the receiving party may disclose. The obligations of confidentiality and non-party use set forth in this Section 6.1 shall also apply to biological material and chemical compounds and associated information (including without an limitation know-how) disclosed by one Party to the other prior to or during the term of this Agreement; provided however, that such obligation of confidentiality and non-use shall not apply with respect to the Disclosing Partycompounds which are assigned to DPC or exclusively licensed to DPC by 3DP.

Confidentiality Obligations. The Each Party (the “Receiving Party agrees Party”) acknowledges that in connection with this Agreement and the activities contemplated hereby (including activities in connection with the Binding Term Sheet and negotiation thereof), it may gain or may have gained access to treat all Confidential Information as the confidential and exclusive property of the other Party (the “Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party”). The Receiving Party agrees shall: (a) use reasonable efforts, at least as protective as the efforts it uses with respect to limit access its own confidential information of similar nature and sensitivity, to safeguard the Disclosing Party’s Confidential Information to those of its directors, officers, employees, agents from use or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it disclosure other than as permitted in hereby; (b) not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement. In particular; (c) not reverse engineer any Confidential Information disclosed to the Receiving Party, and nor may the Receiving Party remove any labels related to confidentiality, patents, trademarks or copyrights from any Confidential Information that is received from Disclosing Party; and (d) maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 8.2, not disclose the conditions of Disclosing Party’s Confidential Information without the preceding sentenceDisclosing Party’s prior written consent, provided, however, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by to its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceRepresentatives who: (ai) was lawfully in have a need to know the Confidential Information for purposes of the Receiving Party’s possession prior performance, or exercise of its rights with respect to receipt from the Disclosing Partysuch Confidential Information, under this Agreement; (bii) was in the public domain and generally known at the time have been apprised of receipt from the Disclosing Party;this restriction; and (ciii) becomes part of the public domain through no fault of the Receiving Partyare themselves bound by written nondisclosure agreements at least as restrictive as those set out in this Article 8, its directors, officers, employees or agents; or (d) is lawfully received by provided further that the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partywill be responsible for ensuring its Representatives’ compliance with, and will be liable for any breach by its Representatives of, this Article 8.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information disclosed to it by the termination or expiration of other Party pursuant to this Agreement; provided. For clarity, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status Section 31.15 of the trade secret remains. The Receiving Party will ensure that Initial Licensor Agreement shall apply to such Confidential Information will not that is attributable to the Initial Licensor and for the confidentiality term of the Initial License Agreement such confidential information shall be used by its directors, officers, employees or agents for any other purpose other than subject to confidentiality obligations as set forth hereintherein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure to the receiving Party and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agents; orreceiving Party in breach of this Agreement; (d) is was subsequently lawfully received disclosed to the receiving Party or its Affiliates by the Receiving a Third Party from a third-party without an obligation of confidentiality other than in contravention of a confidentiality obligation of such Third Party to the Disclosing disclosing Party; or (e) was developed or discovered by employees or agents of the receiving Party or its Affiliates without use of or reference to the Confidential Information of the disclosing Party. Notwithstanding the above obligations of confidentiality and non-use, a receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is reasonably necessary in connection with: (i) in the case of Licensee as the receiving Party, (A) the filing or prosecuting patent applications included in the Licensee Patents or Licensor Patents, subject to the terms of Section ‎5.2 or Section ‎5.3, (B) prosecuting or defending litigations regarding the Licensor Patents or any Licensed Products, (C) conducting pre-clinical studies or Clinical Trials for any Licensed Product or Compound and (D) seeking Regulatory Approval of any Licensed Product; (ii) complying with Applicable Laws (including securities law and the rules of any securities exchange or market on which a Party’s securities are or may in the future be listed or traded) or court order, if in the reasonable opinion of such receiving Party’s counsel, such disclosure is necessary for such compliance; provided, however, that except where impracticable, such receiving Party shall give the disclosing Party reasonable advance written notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford such disclosing Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure, and in the event of any such required disclosure, (A) such receiving Party shall disclose only that portion of the Confidential Information of such disclosing Party that such receiving Party is legally required to disclose, (B) such Confidential Information may only be used for the purposes for which the order was issued or such disclosure was required by Applicable Law, and (C) such receiving Party shall endeavour to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the disclosing Party, and shall provide the disclosing Party with the proposed confidential treatment request with reasonable time for such disclosing Party to provide comments, and shall include in such confidential treatment request all reasonable comments of the disclosing Party; (iii) disclosure, in connection with the performance of this Agreement and solely on a “need to know basis”, to Affiliates, existing or potential collaborators (including existing or potential co-marketing and co-promotion contractors), research collaborators, employees, consultants, or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this ARTICLE 6 ; provided, however, that such receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this ARTICLE 6 to treat such Confidential Information as required under this ARTICLE 6; and (iv) disclosure made by such receiving Party to existing or potential acquirers, merger candidates, Sublicensees, investment bankers, public and private sources of funding, existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing or in connection with an acquisition, merger, Sublicense or similar transaction, provided that such receiving Party has secured an agreement from any such Third Party to be bound by obligations of confidentiality and restrictions on use of Confidential Information that are no less restrictive than the obligations set forth in this ARTICLE 6. For clarity, Licensor is entitled to share this Agreement with independent legal counsel selected by Initial Licensor to have such counsel review compliance of this Agreement with the Initial License Agreement.

Confidentiality Obligations. The Receiving 2.1 Subject to clause 2.2 in consideration of the mutual exchange and disclosure of Confidential Information each Party agrees undertakes in relation to the Confidential Information disclosed to it by the other Party either 2.1.1 for 7 years from the date of this Agreement, or 2.1.2 until such time as the Parties agree that this Agreement shall be superseded by other confidentiality obligations contained in a separate written agreement terminating this Agreement: (a) to treat all and any of such Confidential Information as the confidential and exclusive property secret and not use any of such Confidential Information for any purpose other than the Disclosing Party, purpose of evaluating such Confidential Information in connection with the Project; (b) to take all reasonable steps to protect the confidentiality of such Confidential Information and agrees to prevent disclosure of same to unauthorised persons; (c) not to disclose any of the such Confidential Information in whole or in part to any third-third party without first obtaining the prior written consent of the Disclosing Party. The Receiving other Party agrees save to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party Authorised Representatives who have a need to know such information and who have been informed the same for the purpose of and are obligated in writing to maintain the confidential nature of evaluating such Confidential Information as set forth herein and not use in connection with the Project; (d) to take all reasonable steps to ensure that each Authorised Representative to whom it other than as permitted in this Agreement. In particular, and subject to the conditions discloses such Confidential Information is made aware of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while Agreement and observes the status of the trade secret remains. obligations contained herein. 2.2 The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions obligations of confidentiality will and the prohibitions against use undertaken in this Agreement by the receiving Party shall not apply to that part of any Confidential Information, which the Receiving Party can demonstrate by documentary evidenceInformation which: (a) was lawfully in is or subsequently comes into the Receiving Party’s possession prior to receipt from public domain otherwise than as a result of any breach of this Agreement by the Disclosing Partyreceiving Party or any of its Authorised Representatives; (b) was in is already known to the public domain and generally known at receiving Party prior to disclosure which prior knowledge the time of receipt from the Disclosing Partyreceiving Party can clearly demonstrate with written material; (c) becomes part of known to the public domain through no fault of receiving Party by disclosure from a third party who has a lawful right to receive and disclose the Receiving Party, its directors, officers, employees or agents; orConfidential Information; (d) is lawfully received required to be disclosed by law or by any regulatory authority provided that the Receiving receiving Party informs the disclosing Party in advance of the circumstances of the disclosure and exactly what is to be disclosed and uses all reasonable endeavours to obtain confidentiality undertakings from a third-party without an obligation the recipients in respect of confidentiality to the Disclosing PartyConfidential Information disclosed; or (e) the disclosing Party agrees in writing may be disclosed.

Confidentiality Obligations. The Receiving Party 2.1 Recipient agrees to treat all that it and its employees will not disclose Confidential Information as the confidential and exclusive property of the Disclosing Partyto any third party, including persons, firms, or entities, and agrees Recipient will not to disclose use any of the Confidential Information to any third-party except for the Disclosure Purpose described herein, without first obtaining the prior written consent of the Disclosing Party. The Receiving Party GSURF. 2.2 Recipient agrees to that it will limit access to Confidential Information supplied hereunder to those of its directors, officers, employees, agents or other third-party agents, consultants, affiliates, and partners (collectively “Representatives”) who have a need to know such information in order to effectuate the Disclosure Purpose and who have been informed of and are obligated in writing required by written agreement to maintain the confidential nature of such Confidential Information as set forth herein and not use it other received hereunder under terms no less restrictive than as permitted those contained in this Agreement. In particular, and subject to . 2.3 Recipient agrees that it will refrain from using the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. except in connection with the Disclosure Purpose. 2.4 The above provisions obligations of confidentiality will Paragraph 2.1 shall not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceInformation which: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known 2.4.1 at the time of receipt from disclosure, is in the Disclosing Partypublic knowledge; (c) 2.4.2 after disclosure, becomes part of the public domain through no fault knowledge by publication or otherwise, except by breach of this Agreement; 2.4.3 was already in Recipient’s possession at the Receiving Party, its directors, officers, employees time of disclosure and which was not acquired directly or agents; or (d) is lawfully received indirectly by the Receiving Party Recipient from GSURF, and which prior possession can be proven by documentary evidence; 2.4.4 is received from third parties, provided such information was not obtained by said third parties, directly or indirectly, on a third-party without confidential basis; 2.4.5 is independently developed by Recipient personnel not privy to GSURF’s Confidential Information, which can be proven by documentary evidence; and 2.4.6 is required to be disclosed by the Recipient to comply with applicable laws or governmental regulations, provided that prior written notice of such required disclosure is furnished to GSURF as soon as practicable in order to afford GSURF an obligation of confidentiality opportunity to the Disclosing Partyseek a protective order.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [...***...] thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party, and agrees ; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care, and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply the other Party except as expressly permitted hereunder. Each Party shall: (a) implement and maintain appropriate security measures to that part prevent unauthorized access to, or disclosure of, the other Party’s Confidential Information; (b) promptly notify the other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and (c) *Confidential Information, which indicated by [...***...], has been omitted from this filing and filed separately with the Receiving Securities and Exchange Commission. cooperate with such other Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain investigation and generally known at the time remediation of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [...***...] thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party; *Confidential Information, indicated by [...***...], has been omitted from this filing and agrees filed separately with the Securities and Exchange Commission. (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply to that part of Confidential Information, which the Receiving other Party can demonstrate by documentary evidence: except as expressly permitted hereunder. Each Party shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving Each Party agrees to treat will, and will cause the members of its Group and its and their Representatives to, keep all Confidential Information as of the other Party confidential and exclusive property of the Disclosing Party, and agrees will not to use or disclose any of the such Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject Person except to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceextent: (a) was lawfully such use or disclosure is expressly permitted or contemplated pursuant to this Agreement or any agreement contemplated herein, and in such circumstances under terms of confidentiality, non-use and non-disclosure consistent with and no less stringent than the Receiving Party’s possession prior to receipt from the Disclosing Partyterms of this Section 12.1; (b) was such use or disclosure is required by applicable law or the rules of any regulatory organization or stock exchange to which the disclosing Party is subject, after being so advised by competent legal counsel having considered the facts and any ability to redact or otherwise limit such use or disclosure permitted at law, and in any event if Xxxxxxx is to make any securities filing relating to this Agreement, Xxxxxxx shall avoid disclosing any Confidential Information to the public domain and generally known at the time of receipt from the Disclosing Partymaximum extent permitted by law; (c) becomes part such information can be shown, by the written records of the receiving Party, to already have been known to it at the time that it was disclosed to or obtained by it and which was not obtained directly or indirectly from the other Party or any member of its Group; (d) such information is in the public domain through other than as a result of a breach of this Agreement or any agreement contemplated in this Agreement; provided that particular information will not be considered to be in the public domain merely because such particular information is contained within, or consolidated with, more general information which itself is in the public domain; (e) such information has been disclosed to the receiving Party by a Third Party who was under no fault duty of confidentiality with respect to such Confidential Information at the time it was so disclosed to the receiving Party; (f) such information is independently developed by the receiving Party or an Affiliate thereof without using any Confidential Information of the Receiving other Party, its directors, officers, employees ; this exception shall not apply to Arising IP; (g) such use or agentsdisclosure is required pursuant to a final order or judgment of a court of competent jurisdiction and in such case the Parties will cooperate with one another to obtain an appropriate protective order or other reliable assurance that the confidentiality of such Confidential Information will be maintained; or (dh) is lawfully received by that the Receiving other Party from a third-party without an obligation of confidentiality to the Disclosing Partyhas given its prior written consent thereto.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after years thereafter, such Party shall, and shall ensure that its officers, directors, employees and Subcontractors shall keep completely confidential and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information disclosed to it by the termination or expiration of other Party pursuant to this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes or otherwise part of the public domain through no fault at the time of its disclosure to the receiving Party; *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) became generally available to the public or otherwise part of the Receiving Party, public domain after its directors, officers, employees disclosure and other than through any act or agents; oromission of the receiving Party (or its Subcontractors) in breach of this Agreement; (d) is was subsequently lawfully received disclosed to the receiving Party or its Affiliates by the Receiving a Third Party from a third-party without an obligation of confidentiality other than in contravention of a confidentiality obligation of such Third Party to the Disclosing disclosing Party; or (e) was developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the above obligations of confidentiality and non-use, a Party may disclose information to the extent that such disclosure is reasonably necessary in connection with: (i) filing or prosecuting patent applications, subject to the terms of Section 6.4; (ii) prosecuting or defending litigation; (iii) conducting pre-clinical studies or Clinical Trials pursuant to this Agreement; (iv) seeking Regulatory Approval of the Licensed Product; or (v) complying with applicable Law, including securities Law and the rules of any securities exchange or market on which a Party’s securities are listed or traded. In addition to the foregoing, Merck may, in furtherance of its rights under this Agreement, disclose Confidential Information of Licensor to any Third Party, provided that such Third Party is bound by obligations of confidentiality/nonuse at least as stringent as the ones herein. Merck shall be responsible to Licensor for any breach of confidentiality/nonuse by such Third Parties. In making any disclosures set forth in clauses (i) through (v) above, the disclosing Party shall, where reasonably practicable, give such advance notice to the other Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the other Party in order to secure confidential treatment of such Confidential Information required to be disclosed. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, included but not limited to the U.S. Securities and Exchange Commission, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the other Party, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, and shall include in such confidential treatment request all reasonable comments of the other Party. A breach after the Effective Date by a Party (or for which a Party undertook responsibility) of the surviving confidentiality/nonuse provisions of the Research License and Option Agreement shall be deemed also to be a breach of this Agreement.

Confidentiality Obligations. The Receiving Each Party agrees to treat all that, for the Term and for ten (10) years thereafter, such Party shall keep, and shall ensure that its officers, directors, employees and agents keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except as expressly permitted hereunder any Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed furnished to it herein by the other Party pursuant to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, except that the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Information to the extent that part of Confidential it can be established by such receiving Party that such Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in already known to the Receiving receiving Party or any of its Affiliates, other than pursuant to an obligation of confidentiality owed to the disclosing Party’s possession prior to receipt from , at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party, its directors, officers, employees or agents; or (de) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the foregoing, each Party may disclose the other Party's Confidential Information only to the extent such disclosure is lawfully received reasonably necessary in filing or prosecuting Patent Rights, prosecuting or defending litigation, complying with applicable governmental laws or regulations, making a permitted sublicense of its rights hereunder or conducting clinical trials or otherwise in performing its obligations or exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other Party's Confidential Information, it will, whenever reasonably possible, give advance notice to the latter Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise), and will use reasonable efforts to limit the extent of such disclosure and, if requested by the Receiving other Party from a third-party without because of an obligation inability of such other Party to seek confidential treatment, to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or confidentiality to the Disclosing Partyagreements or otherwise).

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after thereafter, such Party shall, and shall ensure that its Affiliates, Sublicensees, and their respective officers, directors, equity-investors, employees and agents shall keep completely confidential and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information disclosed to it by the termination or expiration of other Party pursuant to this Agreement; provided. Notwithstanding the foregoing, however, with respect the confidentiality obligations under this Agreement shall remain in full force and effect without timely limitation as to any Confidential Information which meets the definition of a trade secrets disclosed hereundersecret according to Applicable Laws and which the receiving Party is aware or should be aware as a reasonable person (taking into account its content and nature, the provisions of this paragraph will survive while the status circumstances and purpose of the disclosure) constitutes a trade secret remainssecret. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agents; orreceiving Party in breach of this Agreement; (d) is was subsequently lawfully received by disclosed to the Receiving receiving Party from a third-party or its Affiliates without an obligation of confidentiality by a Third Party who has the right to make such disclosure; or (e) was independently developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Disclosing Confidential Information of the disclosing Party. Èach Party (or its Affiliates) may disclose or grant access to the other Party’s (or its Affiliates) Confidential Information without the prior written permission of the other Party to only those Affiliates, employees, Sublicensees, advisors/consultants (e.g. attorneys, tax advisors etc.) which are bound by either a confidentiality agreement containing reasonable obligations of confidentiality and non-use (which, in the event any trade secrets of the disclosing Party will be disclosed, shall include an obligation to maintain any trade secrets disclosed in a manner at least as protective as the provisions of this Agreement) or by statutory and/or professional obligations of secrecy. The receiving Party shall be fully liable to the disclosing Party for any non-compliance of its Affiliates, employees, Sublicensees, consultants/advisors with the terms and conditions of such contractual or statutory/professional obligation to the same extent as the receiving Party is liable for any non-compliance on its own part under this Agreement. Notwithstanding the above obligations of confidentiality and non-use, a Party may disclose information to the extent that such disclosure is reasonably necessary in connection with:

Confidentiality Obligations. The Receiving 3.1 In return for the Disclosing Party agrees to treat all making Confidential Information as available to the confidential and exclusive property of Recipient, the Recipient undertakes to the Disclosing Party, and agrees not to disclose any of Party that it shall: 3.1.1 keep the Confidential Information secret and confidential; 3.1.2 not use or exploit the Confidential Information in any way except to facilitate discussions relating to, evaluate, negotiate, advise upon or implement the Proposed Transaction; 3.1.3 not directly or indirectly disclose or make available any Confidential Information (or allow it to be disclosed) in whole or in part to any third-party without first obtaining person, except as expressly permitted by, and in accordance with this Agreement or with the prior written consent of the Disclosing Party; 3.1.4 not make any Copies except as strictly necessary for the Proposed Transaction. The Receiving Party agrees Any such Copies shall be the property of the Disclosing Party. This restriction shall not operate to limit access to prevent the copying of Confidential Information to those of its directorsheld on a computer system, officers, employees, agents word processor or other third-party who have a need device capable of containing Confidential Information where such copying occurs in the usual course of back ups or archiving of that computer system, word processor or other device capable of containing Confidential Information or which is otherwise not readily and reasonably retrievable ("Irretrievable Computer Copies"); 3.1.5 not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business; 3.1.6 apply the same security measures and degree of care to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and 3.1.7 inform the Disclosing Party as soon as reasonably practicable on becoming aware that any person has obtained Confidential Information other than as permitted in by this Agreement. In particular, and subject to the conditions Agreement as a result of Recipients’ breach of the preceding sentenceAgreement or otherwise. 3.2 The Recipient shall establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised access or use. 3.3 The Recipient, or any of its Representatives or members of its Group who receive Confidential Information on the Receiving Party basis set out clause 4.1, may disclose intellectual property licensed make only such Copies as are reasonably necessary for the Proposed Transaction and shall: 3.3.1 ensure that all Copies supplied to it herein or made by it can be separately identified from its own information; and 3.3.2 operate procedures to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by all Copies within its directors, officers, employees control are protected against theft or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partyunauthorised access.

Confidentiality Obligations. The Receiving Except as expressly permitted by this Agreement, each Party agrees to treat all Confidential Information as that during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; providedthereafter, howeversuch Party shall, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will and shall ensure that its Affiliates and its and their respective Personnel (“Representatives”), hold in confidence all Confidential Information will not be used disclosed to it by its directorsthe other Party pursuant to this Agreement (or the Existing Confidentiality Agreement, officersas applicable), employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceunless such information: (a) was lawfully in is or becomes generally available to the public other than as a result of improper disclosure by the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was is already known by or in the public domain and generally known possession of the Receiving Party at the time of receipt from disclosure by the Disclosing Party; (c) becomes part is independently developed by the Receiving Party without use of or reference to the public domain through no fault of Disclosing Party’s Confidential Information, as documented by the Receiving Party, its directors, officers, employees or agents’s business records; or (d) is lawfully received obtained by the Receiving Party from a thirdThird Party that the Receiving Party believes, acting reasonably and in good faith, after due inquiry, has not breached any obligations of confidentiality. The Receiving Party shall not disclose any of the Confidential Information, except to its Representatives who need to know the Confidential Information for the purpose of performing the Receiving Party’s obligations, or exercising its rights, under this Agreement and who are bound by obligations of non-party without an obligation use and non-disclosure substantially similar to those set forth herein. The Receiving Party shall be responsible for any disclosure or use of confidentiality the Confidential Information in breach of its obligations hereunder by such Representatives. The Receiving Party shall protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care. Each Party shall: (i) implement and maintain appropriate security measures to prevent unauthorized access, disclosure or use of the Disclosing other Party’s Confidential Information; (ii) promptly notify the other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and (iii) cooperate with such other Party in the investigation and remediation of any such unauthorized access or disclosure.

Confidentiality Obligations. The Receiving Each Party agrees to treat all maintain such Confidential Information as received from the confidential other Party in strict confidence, to use it only in a manner consistent with the purpose for which it was transmitted and exclusive property to not disclose it to Third Parties except Third Parties who are counsel or who are employees, consultants or permitted contractors or subcontractors of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such know, have been instructed that it is proprietary information and who have been informed of and are obligated in writing under binding obligations to maintain its confidentiality at least as stringent as those set forth herein. Each Party agrees to take the confidential nature of such same measures to protect the Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving other Party may disclose intellectual property licensed that it takes to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period protect its own information of [***] after = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. comparable sensitivity, but in no event less than reasonable care. All materials transmitted between the Parties or accessed hereunder and containing Confidential Information shall remain the property of the transmitting Party and shall, along with all copies, summaries and other tangible manifestations thereof, be immediately returned upon termination or expiration of this Agreement; providedAgreement or upon earlier reasonable request unless previously destroyed at the transmitting Party’s request. Each Party will, howeverupon the other Party’s request, with respect provide a written officer’s certificate certifying that it has so returned or destroyed the other Party’s Confidential Information. Each Party shall be responsible for any breach of confidentiality hereunder by any of its Affiliates and employees. Each Party shall advise the other immediately in the event that it learns or has reason to believe that any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that person discloses or uses or intends to disclose or use such other Party’s Confidential Information and will not be used by its directors, officers, employees reasonably cooperate with the other Party to prevent or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which remedy the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partysame.

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the ten (10) years following termination or expiration hereof in its entirety, each Party shall and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement. “Confidential Information” of a Party means any technical, business or other information provided by or on behalf of such Party or any of its Affiliates to the other Party or any of its Affiliates in connection with this Agreement, whether prior to, on or after the Effective Date, including information relating to the terms of this Agreement (subject to Section 6.4), information relating to any Licensed Product or its exploitation, any know-how with respect thereto developed by or on behalf of the disclosing Party or its Affiliates or the scientific, regulatory or business affairs or other activities of either Party; providedprovided that information related to the Improvements shall be deemed the Confidential Information of Omeros and information related to the JCB Know-How shall be deemed the Confidential Information of both Parties. Notwithstanding the foregoing, however, the confidentiality and non-use obligations under this Section 6.1 with respect to any trade secrets disclosed hereunderConfidential Information shall not include any information that the receiving party establishes: (i) is or hereafter becomes part of the public domain by public use, publication, general knowledge or the provisions like through no breach of this paragraph will survive while Agreement by the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not receiving Party; (ii) can be used demonstrated by its directors, officers, employees documentation or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply competent proof to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully have been in the Receiving receiving Party’s possession prior to receipt disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; (iii) is subsequently received by the receiving Party from the Disclosing Party; a Third Party who is not bound by any obligation of confidentiality with respect to such information; (biv) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of has been published by a Third Party or otherwise enters the public domain through no fault of the Receiving Party, its directors, officers, employees receiving Party in breach of this Agreement; or agents; or (dv) is lawfully received can be demonstrated by documentation or other competent evidence to have been independently developed by or for the Receiving receiving Party from a third-party without an obligation of confidentiality reference to the Disclosing disclosing Party’s Confidential Information.

Confidentiality Obligations. The Receiving Party agrees Each party shall retain in confidence the non-public information and know-how disclosed or made available by the other party pursuant to treat all this Agreement which is either designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably be understood to be confidential by the recipient (“Confidential Information”). Notwithstanding any failure to so designate it, the Confluent Software is Confluent’s Confidential Information, and Content is your Confidential Information. Each party shall (a) maintain the confidentiality of the other party’s Confidential Information as using at least a reasonable degree of care; (b) refrain from using the confidential other party’s Confidential Information except for the purpose of performing its obligations under this Agreement; and exclusive property of the Disclosing Party, and agrees (c) not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Partyexcept to its and its Affiliate’s employees, subcontractors and agents as is reasonably required in connection with this Agreement and who are subject to confidentiality obligations at least as protective as those set forth in this section. The Receiving Party agrees to limit access foregoing obligations will not apply to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination other party which (i) is or expiration becomes publicly known without breach of this Agreement; provided(ii) is discovered or created by the receiving party without use of, however, with respect to any trade secrets disclosed hereunderor reference to, the provisions of this paragraph will survive while the status Confidential Information of the trade secret remainsdisclosing party, as shown in records of the receiving party; or (iii) is otherwise known to the receiving party without confidentiality restrictions and through no wrongful conduct of the receiving party. The Receiving Party will ensure that party may disclose Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partyextent required by law or court order if the receiving party provides prompt notice and reasonable assistance to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure ("Permitted Disclosures").

Confidentiality Obligations. The Receiving Party agrees to treat Parties agree that, during the term of this Agreement and for five (5) years thereafter, all Confidential Information as disclosed by one Party to the confidential other Party hereunder shall be received and exclusive property of maintained by the Disclosing Partyreceiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted by this Agreement, and agrees shall not be disclosed to disclose any Third Party except to the extent necessary to enable the receiving Party to practice the rights granted to it pursuant to this Agreement; provided that such disclosure is made under obligations of confidentiality and non-use no less restrictive than the obligations contained herein. The Parties acknowledge and agree that the structure and composition of each particular Biocatalyst developed under the Program shall be deemed Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directorsCodexis, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement confidentiality and non-use obligations set forth in this Agreement and the rights and licenses granted hereunderArticle 12. The provisions obligations of confidentiality and non-use set forth in the first sentence of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality Section 12.1 will not apply to any information to the extent that part of Confidential Information, which it can be established by the Receiving receiving Party can demonstrate by documentary evidencethat such information: (a) was lawfully in already known to the Receiving Party’s possession prior receiving Party or its Affiliates at the time of disclosure without restriction as to receipt from the Disclosing Partyconfidentiality or use, as evidenced by competent evidence; (b) was in generally available to the public or was otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Partyreceiving Party or its Affiliates; (c) became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no any fault of the Receiving Party, receiving Party or its directors, officers, employees Affiliates in breach of this Agreement; (d) was subsequently disclosed to the receiving Party or agentsits Affiliates by a Third Party without (i) restriction as to confidentiality or use and (ii) violating any confidentiality obligation of such Third Party to the disclosing Party or its Affiliates; or (de) is lawfully received independently developed by employees or agents of the Receiving receiving Party from a third-party or its Affiliates without an obligation reliance upon or access (directly or indirectly) to Confidential Information of confidentiality to the Disclosing Partydisclosing Party or its Affiliates, as evidenced by competent evidence.

Confidentiality Obligations. The Receiving Party agrees to treat Parties recognize that the Confidential Information of one another constitutes valuable confidential and proprietary information. Accordingly, the Parties agree on behalf of themselves and their respective officers, directors, employees and agents that they shall hold in confidence all Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any other party (including the existence of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights terms hereof) and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after not use the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents same for any other purpose other than as set forth hereinin this Agreement nor disclose the same to any other person except to the extent that it is necessary for a Party to enforce its rights under this Agreement or if required by law or any governmental authority at the discretion of a Party (including, without limitation, the Securities and Exchange Commission and any stock exchange or quotation system upon which a Party’s shares or other equity securities may be traded); provided, however, if a Party shall be required by law to disclose any such Confidential Information to any other person, such Party shall give prompt written notice thereof to the other Party and shall minimize such disclosure to the amount required. The above Parties acknowledge that violation of this Section 13.1 could cause the other Party irreparable harm and as such each Party agrees and acknowledges that remedies at law for any breach of its obligations under this Section 11.1 are inadequate and that in addition thereto the other party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach, without the necessity of demonstrating the inadequacy of monetary damages. Processes, data, and other information provided, created, or discovered prior to or during the Term relating to the Wafers and/or the Process(es) or methods for the manufacture of the Wafers whether provided, created, or discovered solely by WJ or AMPTECH or jointly by the parties shall, for purposes of this Agreement, be deemed Confidential Information solely owned by WJ and furnished by WJ to AMPTECH hereunder, and AMPTECH further agrees that such specific Confidential Information shall be accessible on a “need to know” basis only to those AMPTECH employees working on the manufacture of the Wafers. AMPTECH warrants and represents to WJ that no Confidential Information of WJ will be disclosed to any director of AMPTECH who is a commercial competitor of WJ,, the director’s employee, officer, agent, or any of its affiliates or subsidiaries. The board members of AMPTECH agree to be bound by the confidentiality provisions of confidentiality will this Agreement. Any AMPTECH board member who is a competitor of WJ agrees to recuse themselves from any meeting where Confidential Information is discussed as long as it is not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from conflict with their fiduciary responsibility as a third-party without an obligation of confidentiality to the Disclosing Partyboard member.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential and exclusive property term of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights for five (5) years thereafter, such Party will keep, and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that its officers, directors, employees and agents keep, completely confidential and will not publish or otherwise disclose and will not use for any purpose except as permitted hereunder any Confidential Information will not be used furnished to it by its directorsthe other Party pursuant to this Agreement (including, officerswithout limitation, employees or agents for any other purpose other than as set forth hereinKnow-How of the disclosing Party). The above provisions of confidentiality foregoing obligations will not apply to any information to the extent that part of Confidential Information, which the Receiving it can be established by such receiving Party can demonstrate by documentary evidencethat such information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party as evidenced by its written records, other than under an obligation of confidentiality, at the Disclosing Party;time of disclosure; ***CONFIDENTIAL TREATMENT REQUESTED (b) was in generally available to the public or was otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party, its directors, officers, employees or agents; or (de) is lawfully received was developed or discovered by employees of the Receiving receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Each Party will obtain written agreements from a third-party without an obligation each of its employees and consultants who perform substantial work on the Research, which agreements will obligate such persons to similar obligations of confidentiality and to assign to such Party all inventions made by such persons during the course of performing the Research. Each Party may disclose the other's Confidential Information to the Disclosing extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, advising investors and the investment community of the results of the Research and/or development activities hereunder (subject to reasonable prior written notice of, and good faith consultation about, such disclosure to the other Party), complying with applicable governmental regulations, making a permitted sublicense of its rights hereunder or conducting clinical trials or otherwise in performing its obligations or exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other Party's Confidential Information, it will give reasonable advance notice to that other Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Information prior to its disclosure, and, save to the extent inappropriate in the case of patent applications, will use all reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise).

Confidentiality Obligations. The Receiving Party “Confidential Information” shall mean the Software, its source code, the content of the Documentation, any financial, statistical, business, technical, copyright, and confidential or proprietary information relating to the Software or to Quantum’s business, software, products and/or services, which is disclosed by Quantum or its affiliates to Licensee, or which is deduced from the Software or Quantum’s business, software, products and/or services by Licensee; Licensee agrees to treat all keep the Confidential Information as the of Quantum confidential and exclusive property of the Disclosing Party, and agrees not to disclose any it to third parties, unless expressly otherwise agreed by a duly authorized representative of the Quantum. Licensee shall be entitled to disclose Quantum’s Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information only to those of its directorspersonnel, officers, employees, consultants and agents or other third-party who that have a reasonable need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as for the purposes of this XXXX, and provided the Licensee instructs its personnel, consultants and agents to keep such information confidential by using the same care and discretion that it uses for its own Confidential Information and in no event, less than a reasonable degree of care. Confidentiality Obligations set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will section shall not apply to that part of Confidential Information, which any information which: (i) is published or otherwise becomes available to the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the general public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of Licensee; (ii) has been validly obtained by Licensee from a third party not being bound by any confidentiality or similar secrecy obligation; (iii) was in Licensee’s possession without proprietary restrictions prior to the Receiving Party, its directors, officers, employees date of disclosure by Quantum to Licensee; (iv) was developed by Licensee without reference to the Confidential Information; or agents; or (dv) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality required to be disclosed pursuant to applicable law, to the Disclosing Partyextent of such requirement only and provided that Licensee shall, if feasible, give to Quantum prior notice of such proposed disclosure and a reasonable opportunity to contest such disclosure. Upon termination of this XXXX, Licensee shall have a senior officer certify to Quantum within thirty (30) days of termination that it has destroyed or returned to Quantum, at Quantum’s option, all Confidential Information, and all copies thereof, whether or not modified or merged into other materials.

Confidentiality Obligations. The Receiving Each Party agrees that such Party will use reasonable efforts to treat all keep confidential any Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing other Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality foregoing obligations will not apply to that part of Confidential Information, which any information to the Receiving Party can demonstrate by documentary evidenceextent that: (a) was lawfully in 11.1.1 Was already known to the Receiving receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known , other than under an obligation of confidentiality, at the time of receipt from disclosure; 11.1.2 Was generally available to the Disclosing public or was otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 11.1.3 Became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agentsreceiving Party in breach of this Agreement; or (d) is 11.1.4 Was subsequently lawfully received disclosed to the receiving Party by the Receiving Party from a third-third party without an other than in contravention of a confidentiality obligation of confidentiality such third party to the Disclosing disclosing Party. Each Party may disclose the other Party’s Confidential Information to the extent such disclosure is reasonably necessary for prosecuting or defending litigation, advising investors and the investment community of the results of activities hereunder (subject to the prior written consent of the other Party, which consent will not be unreasonably withheld), complying with applicable governmental regulations, granting a permitted sublicense of its rights hereunder or otherwise in performing its obligations or exercising its rights hereunder. If a Party is required to make any such disclosure of the other Party’s Confidential Information, it will give reasonable advance notice to that other Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Confidential Information prior to its disclosure, and, except to the extent inappropriate in the case of patent applications, will use all reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise).

Confidentiality Obligations. The Receiving Party Each party agrees to treat all maintain such Confidential Information as received from the confidential other party in strict confidence, to use it only in a manner consistent with the purpose for which it was transmitted and exclusive property of to not disclose it to Third Parties except to the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directorsreceiving party’s employees, officers, employeesdirectors, consultants, contractors, subcontractors, counsel, and other agents or other third-party who (a) have a need to know such information and who for purposes of assisting the receiving party in performing its obligations or exercising its rights hereunder, (b) have been informed advised of and are obligated in writing to maintain the confidential nature of such information, and (c) are under binding obligations to maintain its confidentiality pursuant to terms which are at least as stringent as those set forth herein. Each party agrees to take the same measures to protect the Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentenceother party that it takes to protect its own information of comparable sensitivity, but in no event less than reasonable care. All materials transmitted between the Receiving Party may disclose intellectual parties or accessed hereunder and containing Confidential Information will remain the property licensed to it herein to implement this Agreement of the transmitting party and the rights will, along with all copies, summaries and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the other tangible manifestations thereof, be immediately returned upon termination or expiration of this Agreement; providedAgreement or upon earlier reasonable request unless previously destroyed at the transmitting party’s request. Each party will, howeverupon the other party’s request, with respect to any trade secrets disclosed hereunder, provide a written officer’s certificate certifying that it has so returned or destroyed the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that other party’s Confidential Information will except that (i) one copy of such Confidential Information shall be maintained in the legal or corporate development files for the sole purpose of ascertaining its ongoing rights and responsibilities in respect of such information, and (ii) the receiving party shall not be used required to destroy any computer files stored securely by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to the receiving party that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: are: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; created during automatic system back up; or (b) was retained for legal purposes by the legal division of the receiving party. Each party will be responsible for any breach of confidentiality hereunder by any of its Affiliates, consultants, employees, independent contractors, and other agents. Each party will advise the other immediately in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part event that it learns or has reason to suspect that unauthorized use, access, or disclosure of the public domain through no fault of other party’s Confidential Information has or is likely to occur, and will reasonably cooperate with the Receiving Party, its directors, officers, employees other party to prevent or agents; or (d) is lawfully received by remedy the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partysame.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [...***...] thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party, and agrees ; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care, and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply the other Party except as expressly permitted hereunder. Each Party shall: (a) implement and maintain appropriate security measures to that part prevent unauthorized access to, or disclosure of, the other Party’s Confidential Information; (b) promptly notify the other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and (c) *Confidential Information, which indicated by [...***...], has been omitted from this filing and filed separately with the Receiving Securities Exchange Commission. cooperate with such other Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain investigation and generally known at the time remediation of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. (a) All Confidential Information shall remain the property of the furnishing Party. The Receiving furnishing Party grants the receiving Party or Parties the right to use such Confidential Information only as follows. Such Confidential Information (i) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (ii) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement; and (iii) shall only be disclosed to employees of the receiving Party or Parties who have a need to know (and such Party or Parties shall advise such employees of the obligations assumed herein and shall ensure their compliance herewith). Moreover, such Confidential Information shall be used by the receiving Party or Parties only for the purpose of performing under this Agreement. Unless the furnishing Party consents in writing, such Confidential Information shall be held in confidence by the receiving Party or Parties. These restrictions shall not apply to any Confidential Information (i) which can be proven to be or have been independently developed by the receiving Party or Parties or lawfully received free of restriction from another source having the right to so furnish such Confidential Information; (ii) after it has become generally available to the public without breach of this Agreement by the receiving Party or Parties or its/their Affiliates; (iii) which at the time of disclosure to the receiving Party or Parties was known to such Party or Parties free of restriction and evidenced by documentation in such Party's or Parties' possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions. (b) Confidential Information is subject to this Section 5.8 whether delivered orally or in tangible form and without regard to whether it has been identified or marked as confidential or proprietary. Each Party agrees to treat use its best efforts to xxxx or otherwise identify as confidential or proprietary all Confidential Information that it desires to be subject to the terms of this clause before furnishing it to the other Party or Parties. Upon request, a Party shall promptly identify whether specified information must be held by the receiving Party or Parties subject to this Section 5.8. (c) Each Party agrees that the QUALCOMM Director and Techfaith Directors shall be entitled to report all matters concerning the Company or the WFOE Subsidiary, including but not limited to matters discussed at any meeting of the Board and of any committee of the Board, to his/her appointer, and that such QUALCOMM Director or any Techfaith Directors may take advice and obtain instructions from his/her appointer, without prejudice to the QUALCOMM Director's or Techfaith Directors' obligation (as the confidential and exclusive property case may be) to act at all times in the best interests of the Disclosing PartyCompany or the WFOE Subsidiary. (d) Each Party acknowledges that the terms and conditions of this Agreement, other Transaction Documents, and agrees all exhibits, restatements and amendments hereto and thereto (collectively, the "Financing Terms"), including their existence, shall be considered Confidential Information and shall not be disclosed by it to any third party except in accordance with the provisions set forth in this Section 5.8. (e) Notwithstanding anything in the foregoing to the contrary, the Company may disclose any of the Confidential Information Financing Terms to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its current or bona fide directors, officers, employees, agents or other third-party who investment bankers, lenders, accountants, auditors, insurers and attorneys, in each case only where such Persons have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information under non-disclosure obligations imposed by contract, professional ethics, law or otherwise that are at least as set forth herein and not use it other than restrictive as permitted this Section 5.8. (f) The obligations contained in this Agreement. In particularSection 5.8 shall endure, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] even after the termination or expiration of this Agreement; provided, however, with respect without limit in point of time except to the extent that and until any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in enters the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partyas set out above.

Confidentiality Obligations. The Receiving Party agrees to treat all Confidential Information as During the confidential and exclusive property term of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after five (5) years thereafter (which period shall be ten (10) years in the termination case of trade secrets as defined in the Uniform Trade Secrets Act), each Party shall receive and keep all Proprietary Information of the other Party in complete confidence in the same manner and with the same protection as such Party maintains for its own proprietary information and hereby covenants not to use such Proprietary Information or expiration any part of it except for the purposes of this Agreement or disclose or make such Proprietary Information or any part of it available to third parties except: (a) to its employees, Affiliates and responsible sub-contractors or agents (including attorneys) who require such Proprietary Information for the express purposes of this Agreement and who are bound in writing to the receiving Party in a manner consistent with the confidentiality provisions of this Agreement; provided, howeverthat, with respect ANESTA shall not have the right to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential share NOVARTIS Proprietary Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession Field with any of ANESTA' sub-licensees without the prior to receipt from the Disclosing Partywritten consent of NOVARTIS; (b) was for disclosure to governmental health or regulatory agencies for the purposes of obtaining and maintaining any necessary regulatory approvals for the Option Products in the public domain Territory or of prosecution of patents related to Option Products (and generally then, to the fullest extent possible, only under conditions of confidentiality); (c) to the extent that the disclosing Party may agree in writing; (d) to the extent that such can be clearly demonstrated by prior written documents in its possession to be known to the receiving Party or an Affiliate of the receiving Party from a source other than the disclosing Party or an Affiliate of the disclosing Party who is not in breach or default of any confidentiality obligation to the disclosing Party or an Affiliate of the disclosing Party at the time of receipt from the Disclosing disclosing Party hereunder; (e) to the extent that such is a matter of public knowledge at the time of disclosure hereunder or becomes a matter of public knowledge other than by breach of this Agreement by the receiving Party, its employees or anyone that received Proprietary Information from the receiving Party; (cf) becomes part to the extent that it is required by law or bona fide legal process to be disclosed (and then, to the fullest extent possible, only under conditions of confidentiality). Each Party specifically agrees that, except as shall be necessary for governmental notification purposes or to comply with applicable laws and regulations, it will not provide a copy of this Agreement or any other related agreement to any third party except its employees, Affiliates and responsible sub-contractors or agents (including attorneys) who require such copy for the express purposes of this Agreement and to its financial advisors (including any person or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the public domain through no fault Securities Exchange Act of the Receiving Party1934, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partyas amended.

Confidentiality Obligations. The Receiving Party agrees 7.1 Both parties shall: a) keep the other party’s Confidential Information strictly confidential using the same degree of care to treat all protect the other party’s Confidential Information as that party uses to protect its own Confidential Information of a similar nature; b) not disclose the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the other party’s Confidential Information to any third-person without that other party’s prior written consent, and even then, only under conditions of confidentiality approved in writing by the party without first obtaining whose Confidential Information is being disclosed; c) act in good faith at all times in relation to the written consent other party’s Confidential Information; and d) not use any of the Disclosing Party. The Receiving Party agrees to limit access to other party’s Confidential Information except for the purpose it was divulged to those of the receiving party. 7.2 Notwithstanding Clause 7.1, a party's Confidential Information may be disclosed by the receiving party to its directors, officers, employees, professional advisers, insurers, agents or other third-party and subcontractors who have a need to know such information access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who have been informed are bound by a written agreement or any executed non-disclosure agreement to protect the confidentiality of and the disclosed Confidential Information. 7.3 No obligations are obligated in writing imposed by this Clause 7 with respect to maintain the confidential nature of such a party's Confidential Information as set forth herein if that Confidential Information: a) is known to the other party before disclosure under the Agreement and is not use it subject to any other than as permitted obligation of confidentiality; b) is or becomes publicly known through no act or default of the other party; or c) is obtained by either party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality. 7.4 The restrictions in this Clause 7 do not apply to the extent if any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognized stock exchange. 7.5 Upon the termination of the Agreement. In particular, each party must immediately cease to use the other party’s Confidential Information; within five (5) Business Days following the date of receipt of a written request for termination from the other party, the relevant party shall destroy or return to the other party (at the other party's option) all media, tangible or intangible, containing the other party's Confidential Information, and subject to must delete or destroy the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. other party's Confidential Information. 7.6 The provisions of this paragraph will survive for a period of [***] after Clause 7 shall continue in force indefinitely following the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. Agreement. 7.7 The Receiving Party will ensure that Confidential Information will parties shall not be used by its directors, officers, employees make any public disclosures relating to the Agreement or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part contents of the Agreement (including disclosures in press releases, public domain through no fault announcements, and/or marketing materials) without the prior written consent of the Receiving PartyProvider, its directors, officers, employees such consent not to be unreasonably withheld or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydelayed.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the Term and for five (5) years thereafter, it shall, and shall ensure that its officers, directors, employees and agents shall, keep completely confidential and exclusive property of the Disclosing Party, and agrees not to publish or otherwise disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use for any purpose, except as expressly permitted hereunder, any Confidential Information disclosed to it by the other than as permitted in Party pursuant to this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (ai) was lawfully in already known to the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known receiving Party or its Affiliates, other than under an obligation of confidentiality, at the time of receipt from the Disclosing Partydisclosure; (cii) becomes was generally available to the public or otherwise part of the public domain through no fault at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the Receiving Party, public domain after its directors, officers, employees disclosure and other than through any act or agents; oromission of the receiving Party in breach of this Agreement; (div) is was subsequently lawfully received disclosed to the receiving Party or its Affiliates by the Receiving a Third Party from a third-party without an obligation of confidentiality other than in contravention of a confidentiality obligation of such Third Party to the Disclosing disclosing Party; or (v) was developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the above, a Party may disclose information to the extent that such disclosure is reasonably necessary in connection with: (vi) filing new patent applications or prosecuting or maintening ARES Patents, in accordance with the terms and conditions of this Agreement; (vii) prosecuting or defending any litigation; (viii) conducting pre-clinical studies or Clinical Trials; (ix) seeking Regulatory Approval of the Product; (x) seeking additional equity investments, provided that only such information is disclosed that is directly related to the Product; or (xi) complying with any applicable law, including securities law and the rules of any securities exchange or market on which a Party’s securities are listed or traded In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, included but not limited to the U.S. Securities and Exchange Commission Agreement, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the other Party, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, and shall include in such confidential treatment request all reasonable comments of the other Party. disclosures set forth in clauses (i) through (v) above, the disclosing Party shall, where reasonably practicable, give such advance notice to the other Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the other Party in order to secure confidential treatment of such Confidential Information required to be disclosed.

Confidentiality Obligations. The Receiving Party agrees Each party expressly undertakes to treat --------------------------- retain in confidence all non-public information and know-how disclosed by the other party to it that has been designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (the "Confidential Information"), and will make no use of such information except as permitted under the terms of this Agreement. Without limiting the generality of the foregoing, Confidential Information includes the terms and conditions of this Agreement and all agreements between the parties referenced herein (subject, in each case, to any obligations of the parties to disclose such information, and to the limited extent so required, under any applicable rules of the Securities and Exchange Commission and any securities exchange on which the securities of such party are then or at any time hereafter traded), and all Source Code provided by either party to the other in connection with this Agreement. Each party shall use its best efforts to protect Confidential Information of the other party, which efforts shall be at least as great as the precautions it takes to protect its own confidential information. Each party may disclose the other party's Confidential Information only to its employees and contractors under suitable non-disclosure agreement on a "need to know" basis. Each party may also disclose such Confidential Information as required by government or judicial order, provided each party gives the confidential other party prompt notice of such disclosure and exclusive property cooperates with the other party in seeking protective orders and other means to prevent or limit such disclosures. Each party shall notify the other party promptly upon the discovery of any unauthorized use or disclosure of the Disclosing Partyother party's Confidential Information, and agrees not will cooperate with the other party in every reasonable way to disclose any of assist the Confidential Information to any third-other party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature regaining possession of such Confidential Information as set forth herein and not to prevent future unauthorized use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosures.

Confidentiality Obligations. The Receiving Party agrees to treat all Confidential Information as Parties agree that (i) during the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] time beginning on April 15, 2002 and continuing until 10 years after the termination or expiration term of this Agreement; provided, however, with respect either Party (a "Receiving Party") that pursuant to any trade secrets disclosed hereunder, this Agreement (a) receives Confidential Information from the provisions other Party (a "Disclosing Party") prior to or during the term of this paragraph will survive while Agreement or within three years following the status end of the trade secret remains. The Receiving Party will ensure that term of this Agreement or (b) discovers or develops Confidential Information will in the conduct of the Research Program or within the one year following the expiration or termination of the Research Program, and (ii) for as long as BMS is developing or commercializing any Research Compound, Derivative Compound, Qualified Lead Compound, Active Compound or Licensed Product and for two years thereafter, either Party (a "Receiving Party") that, pursuant to but more than 3 years after the term of this Agreement, receives Confidential Information from the other Party (a "Disclosing Party") that relates to the development, manufacturing or marketing of any Research Compound, Derivative Compound, Qualified Lead Compound, Active Compound or Licensed Product, shall keep completely confidential and shall not be used by its directors, officers, employees publish or agents otherwise disclose and shall not use for any other purpose other than (except as set forth herein. The above provisions of confidentiality will not apply to that part of expressly permitted hereunder) any such Confidential Information, which except to the extent that it can be established by such Receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in the already known to such Receiving Party’s possession prior to receipt from , other than under an obligation of confidentiality with the Disclosing other Party; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from the Disclosing Partyits disclosure or development; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure or development and other than through no fault any act or omission of the Receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the Receiving Party by a Third Party; (e) can be shown by written records to have been independently developed by the Receiving Party without reference to the Confidential Information received from the Disclosing Party, its directorswithout reference to the Confidential Information developed by either Party as part of the Research Program, officers, employees or agentsand without breach of any of the provisions of this Agreement; or (df) is lawfully received by the other Party has specifically agreed in writing that the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partymay disclose and/or use.

Confidentiality Obligations. The Receiving Party agrees to treat all Confidential Information (a) Except as necessary for the confidential and exclusive property consummation of the Disclosing Partytransactions contemplated hereby, each party hereto shall keep confidential any materials and information that are obtained from the other party in connection with the transactions contemplated hereby, except to the extent that such materials or information have become or become publicly available; are or become readily available to the industry; have been obtained from independent sources; were known to such party on a non-confidential basis prior to disclosure to such party by the other party; or are required to be disclosed to or by order of a governmental agency or a court of law or otherwise required by law to be disclosed. In the event that this Agreement is terminated pursuant to Section 9.1, each party will return to the other party all documents, work papers and other written material obtained by it in connection with the transaction contemplated hereby, and agrees Buyer shall not to disclose use any of the Confidential Information information and or documents that it has obtained or developed from the Seller during its due diligence to any third-party without first obtaining compete with the written consent Seller. (b) Buyer expressly acknowledges that the covenants contained in Section 6.6, are integral to the sale by Seller of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information Stock and who have been informed of and are obligated in writing to maintain that without the confidential nature protection of such Confidential Information as set forth herein and covenants, Seller would not use it other than as permitted in have entered into this Agreement. In particular, and subject that the consideration received by Seller bears no relationship to the conditions damages Seller may suffer in the event of any breach of any of the preceding sentencecovenants of Section 6.6. If this Section 6.6 shall nevertheless for any reason be held to be excessively broad, it shall be enforceable to the Receiving Party extent compatible with applicable Laws that shall then apply. Buyer hereby further acknowledges that money damages will be impossible to calculate and may disclose intellectual property licensed to not adequately compensate Seller in connection with an actual or threatened breach by it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while Section 6.6. Accordingly, Buyer hereby expressly waives all rights to raise the status adequacy of Seller’s remedies at law as a defense if Seller seeks to enforce by injunction or other equitable relief the due and proper performance and observance of the trade secret remainsprovisions of this Section 6.6. The Receiving Party will ensure that Confidential Information will not In addition, Seller shall be used by its directors, officers, employees or agents for entitled to pursue any other purpose other than as set forth herein. The above available remedies at law or equity, including the recovery of money damages, in respect of the actual or threatened breach of the provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party;this Section 6.6. (c) becomes part Buyer hereby expressly waives any right to assert inadequacy of consideration as a defense to enforcement of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partycovenants in this Section 6.6 should such enforcement ever become necessary.

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the ten (10) years following termination or expiration hereof in its entirety, each Party shall, and each of the foregoing shall cause its Affiliates and its and their respective officers, directors, employees, consultants, contractors and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement; provided, howeverincluding exercising rights granted hereunder. Notwithstanding the foregoing, to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and nonuse obligations under this Section 9.1 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) 9.1.1 has been published by a Third Party or otherwise is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party and its Affiliates, to the extent F-star is the receiving Party, its directors, officers, employees or agents; 9.1.2 have been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; 9.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; 9.1.4 that is generally made available to Third Parties by the disclosing Party without restriction on disclosure; or (d) 9.1.5 have been independently developed by or for the receiving Party without reference to, or use or disclosure of, the disclosing Party’s Confidential Information. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information in the Receiving public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party from a third-party without an obligation merely because individual elements of confidentiality to such Confidential Information are in the Disclosing public domain or in the possession of the receiving Party unless the combination are in the public domain or in the possession of the receiving Party.

Confidentiality Obligations. The Receiving Party agrees 3.1. In consideration of the disclosure of Confidential Information by EC-Council to You, You shall agree to:- a. keep the Confidential Information confidential subject to the terms and conditions of this Agreement; b. shall not use the Confidential Information or any part of it for any purpose other than the purpose by which the CND program is employed; c. shall not disclose the Confidential Information or any part thereof to any person other than EC-Council and its authorizedpersonnel, andYoushallrequire that each such authorised personnel shall comply with confidentiality provisions no less onerous than those contained in this Agreement; d. refrain from using the newly acquired skills for illegal or malicious attacks and You will not use such tools in an attempt to compromise any computer system; e. as and when requested by EC-Council, You agree to commit to all acts and execute all documents as may be reasonably necessary to prevent any loss, misuse or unauthorised disclosure of the Confidential Information or any part of it; f. shall not take any copies or make any summaries or transcripts of the whole or any part of the Confidential Information save as is strictly necessary for the purpose and all such copies, summaries and transcripts shall be deemed to be, and shall be clearly identified as being, Confidential Information; g. shallnotify EC-Councilimmediatelyshould You become aware that any Confidential Information has been disclosed to or is in the possession of any person who is not an authorised person of EC-Council; h. shall keep all Confidential Information in a safe and secure place and shall treat all Confidential Information as in a manner which is no less secure than the manner in which it treats its own confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the and/or Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreementat least with reasonable care; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Party.and

Confidentiality Obligations. The Receiving All information disclosed by one Party agrees to treat all Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving other Party may disclose intellectual property licensed pursuant to it herein to implement this Agreement and all information disclosed pursuant to the rights and licenses granted BCDA shall be “Confidential Information” of the disclosing Party for all purposes hereunder. The provisions of this paragraph will survive Each Party agrees that, for a period of the Term and for [***] after thereafter, such Party shall, and shall ensure that its, its Affiliates’, and its sub-licensees’ Representatives shall, keep completely confidential (using at least the termination same standard of care as it uses to protect proprietary or expiration confidential information of this Agreement; providedits own, howeverbut in no event less than reasonable care) and not publish or otherwise disclose, with respect to and not use for any trade secrets disclosed purpose except as expressly permitted hereunder, the provisions of this paragraph will survive while the status any Confidential Information of the trade secret remainsother Party. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencewith competent evidence that such information: (ai) was lawfully in already known to the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known receiving Party or its Affiliates, other than under an obligation of confidentiality, at the time of receipt from the Disclosing Partydisclosure; (cii) becomes was generally available to the public or otherwise part of the public domain through no fault at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the Receiving public domain after its disclosure to the receiving Party other than through any act or omission of the receiving Party, its directorsAffiliates, officers, employees or agentsits sub-licensees in breach of this Agreement or the BCDA; (iv) was subsequently lawfully disclosed on a non-confidential basis to the receiving Party or its Affiliates by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or (dv) is lawfully received was independently developed by the Receiving receiving Party from a third-party without an obligation use of confidentiality the Confidential Information of the disclosing Party, as established by contemporaneous written records of the receiving Party. Notwithstanding the definition of “Confidential Information” above and any licenses granted to the Disclosing such information, all results generated by either Party pursuant to Article 3 shall be deemed Confidential Information of such Party.

Confidentiality Obligations. (a) Subject to the provisions of clauses (b), (c) and (d) below, at all times during the Term and for seven (7) years following the expiration or termination thereof, the Receiving Party (i) shall keep completely confidential and shall not publish or otherwise disclose any Proprietary Information furnished to it by the Disclosing Party, except to those of the Receiving Party’s Representatives or Affiliates to perform such Party’s obligations hereunder (and who shall be advised of the Receiving Party’s obligations hereunder and who are bound by confidentiality obligations with respect to such Proprietary Information no less onerous than those set forth in this Agreement) and (ii) shall not use Proprietary Information of the Disclosing Party directly or indirectly for any purpose other than performing its obligations or exercising its rights hereunder. The Receiving Party agrees shall be jointly and severally liable for any breach by any of its Representatives of the restrictions set forth in this Agreement. (b) The Receiving Party’s obligations set forth in this Agreement shall not extend to treat all Confidential any Proprietary Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any : (i) that is or hereafter becomes part of the Confidential public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of a Receiving Party or its Representatives or Affiliates; (ii) that is received from a Third Party without restriction and without breach of any agreement between such Third Party and the Disclosing Party; (iii) that the Receiving Party can demonstrate by competent evidence was already in its possession without any limitation on use or disclosure prior to its receipt from the Disclosing Party; (iv) that is generally made available to Third Parties by the Disclosing Party without restriction on disclosure; or (v) that the Receiving Party can demonstrate by competent evidence was independently developed by the Receiving Party without reference to the Proprietary Information to any third-party without first obtaining the written consent of the Disclosing Party. The . (c) Each Party may disclose Proprietary Information to the extent that such disclosure is: (i) made in response to a valid order of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, however, that the Receiving Party agrees shall first have given notice to limit access the Disclosing Party and given the Disclosing Party a reasonable opportunity to Confidential quash such order and to obtain a protective order requiring that the Proprietary Information and/or documents that are the subject of such order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Proprietary Information disclosed in response to those such court or governmental order shall be limited to that information which is legally required to be disclosed in such response to such court or governmental order; (ii) otherwise required by law or regulation, including the rules and regulations of any securities authority or stock exchange on which such Party’s or its directorsAffiliate’s securities are traded, officersas determined in good faith by counsel for the Receiving Party and acting in accordance with Section 10.10; (iii) made in connection with the filing or prosecution of patent rights as permitted by this Agreement; (iv) made in connection with the enforcement of such Party’s rights under this Agreement and in performing its obligations under this Agreement; (v) made in connection with the prosecution or defense of litigation as permitted by this Agreement; (vi) made to Affiliates, actual and potential licensees and sublicensees, employees, consultants or agents or other third-party of the Receiving Party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, order for the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the exercise its rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of fulfill its obligations under this Agreement; , provided, howeverin each case, that any such Affiliate, actual or potential licensee or sublicensee, employee, consultant or agent agrees to be bound by terms of confidentiality and non-use comparable in scope to those set forth herein; and (vii) made to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use; and (viii) with respect to disclosure by Flexion, made to Regulatory Authorities in connection with obtaining and maintaining any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; orMarketing Authorization. (d) is lawfully received The Parties rights and obligations regarding the filing of this Agreement with any securities authority or with any stock exchange on which securities issued by a Party or its Affiliate are traded are set forth in Section 10.10. (e) Subject to Patheon’s obligations with any Regulatory Authority, upon expiration or termination of this Agreement, each Party, at the Receiving request of the other, shall return all data, files, records and other materials in its possession or control containing or comprising the other Party’s Proprietary Information; provided that each Party from may retain a third-party without an obligation copy of confidentiality any Proprietary Information of the other Party required in order to the Disclosing Partypermit a Party to exercise its rights pursuant to clause (c) above.

Confidentiality Obligations. The Receiving Each Party agrees to treat all that, for the Term and for [***] thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents (“Representatives”) shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information as disclosed to it by the confidential and exclusive property of the Disclosing Party, and agrees not other Party pursuant to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Partythis Agreement. The Receiving receiving Party agrees to limit shall provide or permit access to Confidential Information of the disclosing Party only to those of its directors, officers, employees, agents or other third-party Representatives who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use to assist the receiving Party with the activities contemplated or required of it other than as permitted in by this Agreement. In particular, provided that those persons are bound by confidentiality and subject to the conditions non-use obligations of the preceding sentence, Confidential Information consistent with the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The confidentiality provisions of this paragraph Agreement as they apply to the receiving Party and that the receiving Party will survive remain fully responsible for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status breach of the trade secret remainsconfidentiality or non-use obligation by such persons. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party that is entitled to disclose it other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party, its directors, officers, ; or ​ ​ ​ (e) was developed or discovered by employees or agentsagents of the receiving Party or its Affiliates without the use of the Confidential Information of the disclosing Party. Notwithstanding the above obligations of confidentiality and non-use, a Party may disclose information to the extent that such disclosure is reasonably necessary in connection with: (i) filing or prosecuting patent applications; (ii) prosecuting or defending litigation; (iii) conducting Clinical Trials pursuant to this Agreement; (iv) seeking Regulatory Approval of the Licensed Product and other approvals necessary to perform this Agreement; or (dv) complying with Applicable Law, including securities law and the rules of any securities exchange or market on which a Party’s securities are listed or traded. In addition to the foregoing, CASI may, in furtherance of its rights under this Agreement, disclose Confidential Information of Cleave to Third Party subcontractors, consultants, advisors, Sublicensees, or agents on a “need-to-know” basis, provided that such Third Party is lawfully received bound by obligations of confidentiality at least as stringent as the ones herein. ​ In making any disclosures set forth in clauses (i) through (v) above, the disclosing Party shall, where reasonably practicable, give such advance notice to the other Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the other Party in order to secure confidential treatment of such Confidential Information required to be disclosed. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the Receiving other Party, and shall provide the other Party from a third-party without an obligation with the proposed confidential treatment request with reasonable time for such other Party to provide comments, and shall include in such confidential treatment request all reasonable comments of confidentiality to the Disclosing other Party.. ​

Confidentiality Obligations. The (i) Any information disclosed in connection with the negotiation of or due diligence investigation in relation to this Combination Agreement and the other Transaction Documents or otherwise disclosed pursuant to this Combination Agreement and the other Transaction Documents by one Party (the “Disclosing Party”) or its Representatives to any other Party (the “Receiving Party”) or its Representatives (whether before or after the date hereof) and any information derived by the Receiving Party agrees or its Representative from such information provided are herein referred to treat all Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the “Confidential Information to any third-party without first obtaining the written consent Information” of the Disclosing Party. The TCL Parties hereby agree that for the purposes of this Combination Agreement, its Representatives shall not include Koninklijke Philips Electronics N.V., Matsushita Electronics Corporation or any of their respective Representatives. (ii) The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated that unless otherwise agreed in advance in writing to maintain by the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentenceDisclosing Party, the Receiving Party may disclose intellectual property licensed shall not, nor shall it permit any of its Representatives to, directly or indirectly, disclose, or permit the disclosure of, (a) the particulars of the Combination or any document or discussions relating to it herein to implement the Combination, including this Combination Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreementany other Transaction Document; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while (b) the status of the trade secret remains. The Receiving Party will ensure that Combination; (c) the Confidential Information will not be used by of the Disclosing Party, whether in written, oral, physical or electronic form, including business, accounting, technology, sales, marketing, internal management, financing situation or plan, and other information and materials relating to the Disclosing Party or its directorsAffiliates; (d) the results of the due diligence investigations; or (e) any of the terms, officers, employees conditions or agents for other information contained in any other purpose other than as set forth herein. Transaction Document. (iii) The restrictions of clause (ii) above provisions of confidentiality will shall not apply to the following disclosure by a Receiving Party: (a) disclosure to its own Representatives by the Receiving Party; (b) disclosure of information that part of Confidential Information, which was known to the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt the date it was received from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; ; (c) disclosure of information that becomes part of generally available to the public domain through no not due to the fault of the Receiving Party, its directors, officers, employees or agents; or (d) disclosure of information that is lawfully received obtained by the Receiving Party from a third-third party without an not under obligation of confidentiality confidentiality, directly or indirectly, to the Disclosing Party; (e) disclosure that is required in a judicial or administrative proceeding or as otherwise required by Applicable Law (in which case the Receiving Party shall, to the extent permissible by Applicable Law and consistent with the direction of any Governmental Authority, promptly notify the Disclosing Party in writing so that the Disclosing Party may contest the required disclosure or seek a protective order, and the Receiving Party may disclose only that portion of the Disclosing Party’s Confidential Information that is legally required to be disclosed and shall exercise best efforts to obtain assurance that confidential treatment will be accorded to the Disclosing Party’s Confidential Information); and (f) disclosure in connection with the exercise of the Receiving Party’s rights under Sections 10 (Survival and Indemnification), 11.2 (Arbitration), 11.9 (Remedies) and 11.10 (Specific Performance) of this Combination Agreement (in which case the Receiving Party shall disclose only that portion of the Disclosing Party’s Confidential Information that is legally required to be disclosed and shall exercise best efforts to ensure that confidential treatment will be accorded to the Disclosing Party’s Confidential Information). (iv) The Receiving Party agrees not to use, or allow the use by any of its Representatives of, any portion of the Disclosing Party’s Confidential Information for any purpose other than the purposes contemplated by this Combination Agreement and the other Transaction Documents. Such Confidential Information shall remain the property of the Disclosing Party providing such Confidential Information. The Receiving Party agrees that if the Combination is not consummated or if the Disclosing Party so requests, it shall promptly return to the Disclosing Party or destroy all copies of Confidential Information provided by the Disclosing Party that are in its possession or in the possession of its Representatives, and it shall promptly destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting or based on or derived from any such Confidential Information. (v) Each Party shall consult with the other Parties before it makes, or permits any of its Representatives to make, any public announcement or statement with respect to the transactions contemplated by this Combination Agreement and the other Transaction Documents and shall not make, or permit any of its Representatives to make, such public announcement or statement before it obtains a written consent from the other Parties, except (in the reasonable judgment of such Party) as required by Applicable Law or a competent Governmental Authority, in which case the Party required to make the public announcement or statement shall, to the extent permissible by Applicable Law and consistent with the direction of any Governmental Authority, give the other Parties a reasonable opportunity to comment on the proposed disclosure in advance, and each such Party shall review and comment on the proposed disclosure promptly and shall not unreasonably withhold or delay its consent to the disclosure. Immediately following the signing of this Combination Agreement, the Parties, in compliance with this Section 7.4(b)(v), shall make public announcements regarding this Combination Agreement and shall make all such announcements to their respective shareholders and securities exchanges on which their securities are listed as may be required under any Applicable Law. (vi) This Section 7.4(b) shall survive the cancellation, rescission, termination, revocation or invalidity declaration of this Combination Agreement for any reason.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential and exclusive property term of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after thereafter, such Party shall keep, and shall ensure that its officers, directors, employees and agents keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except as expressly permitted hereunder any Confidential Information furnished to it by the termination or expiration of other Party pursuant to this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, except that the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Information to the extent that part of Confidential it can be established by such receiving Party that such Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in already known to the Receiving receiving Party or any of its Affiliates, other than pursuant to an obligation of confidentiality owed to the disclosing Party’s possession prior to receipt from , at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agentsreceiving Party in breach of this Agreement; or (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or (e) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the foregoing, Warnxx-Xxxxxxx xxxll not use for any purpose the Axys Restricted Information. Further, each Party may disclose the other's Confidential Information only to the extent such disclosure is lawfully received necessary in prosecuting or defending litigation or complying with applicable governmental laws or regulations, provided that if a Party is required to make any such disclosure of the other Party's Confidential Information, it will, whenever reasonably possible, give advance notice to the latter Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise), and will use reasonable efforts to limit the extent of such disclosure and, if requested by the Receiving other Party from a third-party without because of an obligation inability of such other Party to seek confidential treatment, to secure confidential * "Certain confidential information contained in the document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended." treatment of such Information prior to its disclosure (whether through protective orders or confidentiality to the Disclosing Partyagreements or otherwise).

Confidentiality Obligations. The Receiving Each Party agrees to treat all that, for the term of this Agreement and for five (5) years thereafter, such Party will keep, and will ensure that its officers, directors, employees and agents keep, strictly confidential and will not publish or otherwise disclose and will not use for any purpose except as permitted hereunder any Confidential Information as furnished to it by the confidential and exclusive property other Party pursuant to this Agreement (including, without limitation, know-how of the Disclosing disclosing Party); provided that, and agrees not to disclose if any of the such Confidential Information to any third-party without first obtaining is disclosed orally, the disclosing Party shall provide the receiving Party a written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature summary of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunderwithin thirty (30) days after such initial oral disclosure. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of foregoing confidentiality obligations will not apply to any information to the extent that part of Confidential Information, which the Receiving it can be established by such receiving Party can demonstrate by documentary evidencethat such information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party as evidenced by its written records, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or was otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agents; orreceiving Party in breach of this Agreement; (d) is was subsequently lawfully received disclosed to the receiving Party by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (e) was developed or discovered by employees of the receiving Party or its affiliates who had no access to the Confidential Information of the disclosing Party, all as evidenced by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing receiving Party’s written records.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential and exclusive property term of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and for five (5) years thereafter, such Party shall keep, and shall ensure that its officers, directors, employees and agents keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except as expressly permitted hereunder any Confidential Information furnished to it by the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of other Party pursuant to this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, except that the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Information to the extent that part of Confidential it can be established by such receiving Party that such Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in already known to the Receiving receiving Party or any of its Affiliates, other than pursuant to an obligation of confidentiality owed to the disclosing Party’s possession prior to receipt from , at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agentsreceiving Party in breach of this Agreement; or (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or (e) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the foregoing, Warnxx-Xxxxxxx xxxll not use for any purpose the Axys Restricted Information. Further, each Party may disclose the other's Confidential Information only to the extent such disclosure is lawfully received necessary in prosecuting or defending litigation or complying with applicable governmental laws or regulations, provided that if a Party is required to make any such disclosure of the other Party's Confidential Information, it will, whenever reasonably possible, give advance notice to the latter Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise), and will use reasonable efforts to limit the extent of such disclosure and, if requested by the Receiving other Party from a third-party without because of an obligation inability of such other Party to seek confidential treatment, to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or confidentiality to the Disclosing Partyagreements or otherwise).

Confidentiality Obligations. The Receiving Party agrees to treat all All Confidential Information as disclosed by one Party to the confidential other Party hereunder shall, during the Term, be maintained in confidence by the receiving Party and exclusive property of shall not be disclosed to Third Parties nor used for any purpose except to perform the Disclosing receiving Party’s obligation or exercise the receiving Party’s rights pursuant to and in accordance with this Agreement, and agrees not to disclose any of without the Confidential Information to any third-party without first obtaining the prior written consent of the Disclosing disclosing Party. The Receiving Party agrees Both Parties shall require employees to limit access to whom Confidential Information is disclosed to those undertake confidentiality and non-use obligations at least as restrictive as the terms of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunderArticle 9. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions foregoing obligations of confidentiality will shall not apply to the extent that part of the subject Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally is known by receiving Party at the time of receipt from its receipt, and not through a prior disclosure by the Disclosing disclosing Party, as documented by the receiving Party’s business records; (b) is properly in the public domain; c) becomes part is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not, to the knowledge of the public domain through no fault of the Receiving receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without under an obligation of confidentiality to the Disclosing disclosing Party.; d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records; e) is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical studies or to market Product (including by AbbVie outside of the Territory), but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations and all reasonable steps shall be taken in order to protect the confidentiality of such Confidential Information; f) is necessary to be disclosed to Affiliates, agents, consultants, and/or other Third Parties inside or outside the Territory for the research and development, manufacturing and/or marketing of Product (or for such entities to determine their interest in performing such activities) for sale or use in the Territory in accordance with this Agreement on the condition that such Affiliates and/or Third Parties agree to be bound by the confidentiality and non-use obligations contained in this Agreement; or

Confidentiality Obligations. The Receiving All information disclosed by one Party or its Affiliate to another Party or its Affiliate pursuant to this Agreement shall be the “Confidential Information” of the Party who disclosed it (or the Party whose Affiliate disclosed it) for all purposes hereunder. Each Party agrees to treat all Confidential Information as that, during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] five (5) years after the termination or expiration of this Agreement; provided, howeversuch Party shall, with respect and shall ensure that its Affiliates and its and their respective officers, directors, employees and agents shall, keep completely confidential (using at least the same standard of care as it uses to protect proprietary or confidential information of its own, but in no event less than reasonable care) and not publish or otherwise disclose, any trade secrets disclosed hereunderConfidential Information or materials furnished to it by another Party or its Affiliates (including, the provisions of this paragraph will survive while the status without limitation, know-how of the trade secret remainsdisclosing Party or its Affiliates). The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any information disclosed by a Party or its Affiliates hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidence: with competent evidence that such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Partyreceiving Party or its Affiliates, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without other than under an obligation of confidentiality to the Disclosing disclosing Party, at the time of disclosure; 27 (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party or its Affiliates in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party or its Affiliates; or (e) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party or its Affiliates. Specific information shall not become exempt from the obligations herein merely because it is embraced by general information within any of the exceptions according to Section 11.1 (a) – (e) above. Combinations of parts of information are not exempt from the obligations herein if any of the exceptions of Section 11.1 (a) – (e) applies only to such parts but not to their combination. A receiving Party shall notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Article 11 by the receiving Party or its Affiliates, and shall cooperate with the disclosing Party and its Affiliates in every reasonable way to help the disclosing Party and its Affiliates regain possession of such Confidential Information and to prevent its further unauthorized use.

Confidentiality Obligations. The Receiving At all times during the period set forth in Section 10.7, each Party agrees shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to treat all a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information as furnished or otherwise made known to it, directly or indirectly, by the confidential and exclusive property of the Disclosing other Party, and agrees not except to disclose any the extent such disclosure or use is expressly permitted by the terms of this Agreement or such use is reasonably necessary for the Confidential Information to any third-party without first obtaining performance of, or the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those exercise of its directorsrights under, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularNotwithstanding the foregoing, and subject to the conditions of extent the preceding sentencereceiving Party can demonstrate by documentation or other competent proof, the Receiving Party may disclose intellectual property licensed to it herein to implement confidentiality and non-use obligations under this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, Section 10.1 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) 10.1.1 was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was publicly known and made generally available in the public domain prior to the time of disclosure to the receiving Party by the disclosing Party; 10.1.2 becomes publicly known and made generally known available after disclosure to the receiving Party by the disclosing Party other than as a result of any wrongful act or a breach of this Agreement on the part of the receiving Party; 10.1.3 is in the possession of the receiving Party, without confidentiality restrictions, at the time of receipt from disclosure by the Disclosing Partydisclosing Party as shown by the receiving party’s files and records immediately prior to the time of disclosure; provided that the foregoing exception shall not apply to Joint Know-How; (c) becomes part 10.1.4 is obtained by the receiving Party from a Third Party not under confidentiality obligations and without a breach of the public domain through no fault any obligations of the Receiving Party, its directors, officers, employees or agentsconfidentiality; or (d) is lawfully received 10.1.5 was independently developed by the Receiving receiving Party without use of or benefit from a third-party without an obligation of confidentiality Disclosing Party’s Confidential Information, as shown by the receiving Party’s files and records immediately prior to the Disclosing Partytime of disclosure; provided that the foregoing exception shall not apply to Joint Know-How.

Confidentiality Obligations. The Receiving At all times during the Term and for a period of ten (10) years following termination or expiration hereof in its entirety, each Party agrees shall, and shall cause its Affiliates, and its and their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to treat all a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information as furnished or otherwise made known to it, directly or indirectly, by the confidential and exclusive property of the Disclosing other Party, and agrees not except to disclose any the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the Confidential Information to any third-party without first obtaining performance of a Party’s obligations, or the written consent exercise of the Disclosing a Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors’s rights, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in under this Agreement. In particular, Confidential Information disclosed under the Existing CDAs shall be considered Confidential Information disclosed under this Agreement and subject to the terms and conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided. Notwithstanding the foregoing, howeverbut to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 7.1 with respect to any trade secrets disclosed hereunder, the provisions Confidential Information shall not include any information that: Confidential Treatment has been granted for portions of this paragraph will survive while the status of the trade secret remainsexhibit. The Receiving copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 7.1.1 has been published by a Third Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party, its directors, officers, employees or agents; 7.1.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Joint Know-How; 7.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; or (d) 7.1.4 has been independently developed by or for the receiving Party without reference to, or use or disclosure of the disclosing Party’s Confidential Information; provided that the foregoing exception shall not apply with respect to Joint Know-How. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information in the Receiving public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party from a thirdmerely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party. Joint Know-party without an obligation How shall be considered the Confidential Information of confidentiality to the Disclosing Partyboth Parties.

Confidentiality Obligations. The Receiving All Information disclosed by one Party to the other Party pursuant to this Agreement shall be the “Confidential Information” of the disclosing Party for all purposes hereunder. Each Party agrees to treat all Confidential Information as that, for the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after ([***]) years thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents shall, keep confidential (using at least the termination same standard of care as it uses to protect proprietary information or expiration Confidential Information of this Agreement; providedits own, howeverbut in no event less than reasonable care) and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information or materials furnished to it by the other Party (including, with respect to any trade secrets disclosed hereunderwithout limitation, the provisions of this paragraph will survive while the status know-how of the trade secret remainsdisclosing Party). The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencewith competent evidence that such Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliate, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public domain and generally known or otherwise part of the public domain, at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure to the receiving Party and other than through no fault any act of the Receiving receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed on a non-confidential basis to the receiving Party or its Affiliate by a Third Party, its directors, officers, employees or agentsother than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or (de) is lawfully received was independently developed or discovered by employees of the Receiving receiving Party from a third-party or its Affiliates without an obligation reference to or reliance upon Confidential Information of confidentiality to the Disclosing Partydisclosing Party as demonstrated by clear and convincing evidence.

Confidentiality Obligations. The Receiving Party 3.1 By this Agreement, the Interested Subject acknowledges and agrees to treat all that the Confidential Information as is the confidential and exclusive property of the Disclosing PartyCompanies and, at the same time, undertakes: (A) to keep the Confidential Information as strictly reserved and agrees not confidential; (B) to disclose adopt, at its exclusive expenses, any necessary measure for the purpose of preserving the property and confidentiality of the Confidential Information to any third-party without first obtaining the written consent in favour of the Disclosing Party. The Receiving Party agrees Companies; (C) to limit access to use the Confidential Information only for the purpose of the potential acquisition of the Company's business units in the framework of the Amministrazione Straordinaria procedure (the “Transaction”); and (D) not to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain use the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth hereinin letter (C) above. 3.2 The provisions of section 3.1 above shall not prevent the Interested Subject from transferring the Confidential Information to its Related Parties to the extent strictly necessary for the Transaction. The above provisions Interested Subject shall ensure that all its Related Parties treat the Confidential Information as strictly confidential and not disclose or otherwise divulgate it to third parties. For the purposes hereof, the Interested Subject shall ensure that its Related Parties be duly informed in advance of the requirement of confidentiality will by which they are bound under the terms herein and accept in writing such obligations, being the Interested Subject liable for any violation of the confidentiality undertakings herein also by its Related Parties. 3.3 The Interested Subject duly notes and hereby accepts that: (A) none of the Confidential Information or the other information of which it may come into possession may be treated or interpreted as a representation or warranty, express or implied, by the Companies; and (B) neither the Interested Subject nor any of its Related Parties is entitled to rely on the accuracy or completeness of the Confidential Information. 3.4 The confidentiality obligations herein shall not apply to that part of the Confidential Information, which the Receiving Party can demonstrate by documentary evidenceInformation which: (aA) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known is, at the time of receipt from disclosure to the Disclosing Party; (c) becomes part Interested Subject, already in public domain or lawfully in possession of the public domain through no fault of the Receiving Party, its directors, officers, employees or agentsInterested Subject; or (dB) becomes known to the Interested Subject through no breach of this Agreement. 3.5 In the event that the Interested Subject is lawfully received no longer intentioned to carry on the Transaction, it shall return to the Companies (at the request of any of these) all the material and documents of which it has come into possession, without making and/or keeping any copies thereof. Notwithstanding the above restitution of material and documents, the Interested Subject shall remain (and shall cause its Related Parties to remain) bound by the Receiving Party from terms of this Agreement. 3.6 Should the Interested Subject be obliged to disclose any Confidential Information to third parties as a third-result either of legal and/or regulatory requirements or following a legitimate request by the competent authorities, it shall inform without delay the Companies of such circumstance before the Confidential Information is disclosed, transmitted, divulgated to any other third party without an obligation of or otherwise made public. 3.7 In relation to certain Confidential Information, the Interested Subject may be required to enter into a further confidentiality to the Disclosing Partyagreement.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [...***...] thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party; *Confidential Information, indicated by [...***...], has been omitted from this filing and agrees filed separately with the Securities Exchange Commission. (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply to that part of Confidential Information, which the Receiving other Party can demonstrate by documentary evidence: except as expressly permitted hereunder. Each Party shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving Party Each party agrees to treat that, for the Term and for five (5) years thereafter, such party shall, and shall ensure that its representatives hold in confidence all Confidential Information disclosed to it by the other party or learned by such party pursuant to this Agreement, unless such information: (i) is or becomes generally available to the public other than as a result of disclosure by the confidential and exclusive property recipient; (ii) is already known by or in the possession of the Disclosing Party, and agrees recipient at the time of disclosure by the disclosing party; (iii) is independently developed by recipient without use of or reference to the disclosing party’s Confidential Information; or (iv) is obtained by recipient from a third party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercising its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who are bound by obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. The above provisions recipient shall be responsible for any disclosure or use of confidentiality will the Confidential Information by such representatives. The recipient shall protect Confidential Information using not apply to that part of Confidential Informationless than the same care with which it treats its own confidential information, which the Receiving Party can demonstrate by documentary evidence: but at all times shall use at least reasonable care. Each party shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving Partyother party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other party of any unauthorized access or disclosure of such other party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving All information disclosed by one Party or its Affiliate to another Party or its Affiliate pursuant to this Agreement shall be the “Confidential Information” of the Party who disclosed it (or the Party whose Affiliate disclosed it) for all purposes hereunder. Each Party agrees to treat all Confidential Information as that, during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] five (5) years after the termination or expiration of this Agreement; provided, howeversuch Party shall, with respect and shall ensure that its Affiliates and its and their respective officers, directors, employees and agents shall, keep completely confidential (using at least the same standard of care as it uses to protect proprietary or confidential information of its own, but in no event less than reasonable care) and not publish or otherwise disclose, any trade secrets disclosed hereunderConfidential Information or materials furnished to it by another Party or its Affiliates (including, the provisions of this paragraph will survive while the status without limitation, know-how of the trade secret remainsdisclosing Party or its Affiliates). The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any information disclosed by a Party or its Affiliates hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencewith competent evidence that such Confidential Information: (a) was lawfully in already known to the Receiving receiving Party or its Affiliates, other than under an obligation of confidentiality to the disclosing Party’s possession prior to receipt from , at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Partyreceiving Party or its Affiliates; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, receiving Party or its directors, officers, employees Affiliates in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or agentsits Affiliates by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party or its Affiliates; or (de) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party or its Affiliates. Specific information shall not become exempt from the obligations herein merely because it is lawfully received embraced by general information within any of the exceptions according to Section 11.1 (a) – (e) above. Combinations of parts of information are not exempt from the obligations herein if any of the exceptions of Section 11.1 (a) – (e) applies only to such parts but not to their combination. A receiving Party shall notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Article 11 by the Receiving receiving Party from a third-party without an obligation or its Affiliates, and shall cooperate with the disclosing Party and its Affiliates in every reasonable way to help the disclosing Party and its Affiliates regain possession of confidentiality such Confidential Information and to the Disclosing Partyprevent its further unauthorized use.

Confidentiality Obligations. The Receiving Each Party agrees that in addition to treat all and not in lieu of the confidentiality obligations set forth in the Mutual Non-Disclosure Agreement between the Parties dated January 16, 2023, it shall ensure that its officers, directors, employees and agents shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose, except as expressly permitted hereunder, any Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement. The foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that the receiving Party can demonstrate that such Confidential Information: (i) was already known to the receiving Party or its Affiliates, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available to the public or otherwise part of the Disclosing public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party without an obligation of confidentiality other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or (v) was developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the above, a Party may disclose information to the extent that such disclosure is reasonably necessary in connection with: (vi) filing new patent applications or prosecuting or maintaining SONNET Patents, in accordance with the terms and conditions of this Agreement; (vii) seeking Regulatory Approval of the Product; (viii) complying with any applicable law, including securities law and the rules of any securities exchange or market on which a Party’s securities are listed or traded. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the other Party, and agrees not shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to disclose any provide comments, and shall include in such confidential treatment request all reasonable comments of the Confidential Information other Party disclosures set forth in clauses (i) through (v) above, the disclosing Party shall, where reasonably practicable, give such advance notice to any third-party without first obtaining the written consent other Party of such disclosure requirement as is reasonable under the Disclosing Party. The Receiving circumstances and will use its reasonable efforts to cooperate with the other Party agrees in order to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the secure confidential nature treatment of such Confidential Information required to be disclosed. The receiving party agrees that any Confidential Information disclosed by the disclosing party under this Agreement shall be maintained as set forth herein and not use it other than as permitted in this Agreement. In particularconfidential, and subject to during the conditions duration of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] five (5) years after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) whichever is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partyearlier.

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [...***...] thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not breached any obligations of confidentiality. *Confidential Information, indicated by [...***...], has been omitted from this filing and agrees filed separately with the Securities Exchange Commission. The recipient shall not to disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care, and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply to that part of Confidential Information, which the Receiving other Party can demonstrate by documentary evidence: except as expressly permitted hereunder. Each Party shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving Each Party agrees to treat all that, for the Term and for [***] years thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents shall keep completely confidential and not publish or otherwise disclose and not ​ use for any purpose except as expressly permitted hereunder any Confidential Information as disclosed to it by the confidential and exclusive property of the Disclosing Party, and agrees not other Party pursuant to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Partythis Agreement. The Receiving receiving Party agrees to limit shall provide or permit access to Confidential Information of the disclosing Party only to those of its officers, directors, officers, employees, employees and agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use to assist the receiving Party with the activities contemplated or required of it other than as permitted in by this Agreement. In particular, provided those persons are bound by confidentiality and subject to the conditions non-use obligations of the preceding sentence, Confidential Information consistent with the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The confidentiality provisions of this paragraph Agreement as they apply to the receiving Party and that the receiving Party will survive remain fully responsible for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status breach of the trade secret remainsconfidentiality or non-use obligation by such persons. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party that is entitled to disclose it other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party, its directors, officers, employees or agents; or (de) was developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the above obligations of confidentiality and non-use, a Party may disclose information to the extent that such disclosure is lawfully received reasonably necessary in connection with: (i) filing or prosecuting patent applications; (ii) prosecuting or defending litigation; (iii) conducting Clinical Trials pursuant to this Agreement; (iv) seeking Regulatory Approval of the Licensed Product; or (v) complying with Applicable Law, including securities law and the rules of any securities exchange or market on which a Party’s securities are listed or traded. In addition to the foregoing, either Party may, in furtherance of its rights under this Agreement, disclose Confidential Information of the other Party to Third Party subcontractors, consultants, advisors, licensees, Sublicensees, or agents on a “need-to-know” basis, provided that such Third Party is bound by obligations of confidentiality at least as stringent as the ones herein. In making any disclosures set forth in clauses (i) through (v) above, the disclosing Party shall, where reasonably practicable, give such advance notice to the other Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the other Party in order to secure confidential ​ 40 ​ treatment of such Confidential Information required to be disclosed. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the Receiving other Party, and shall provide the other Party from a third-party without an obligation with the proposed confidential treatment request with reasonable time for such other Party to provide comments, and shall include in such confidential treatment request all reasonable comments of confidentiality to the Disclosing other Party.

Confidentiality Obligations. The Each of Oncobiologics and MTTR, as a Receiving Party Party, hereby agrees to treat all that, during the Term and for an additional [***] after termination or expiration of this Agreement, it will (and in the case of MTTR, will ensure that Consultants will): (a) maintain in confidence such Confidential Information as the confidential and exclusive property of the Disclosing PartyParty using not less than the efforts such Receiving Party uses to maintain in confidence its own proprietary information of similar kind and value, and agrees but in no event less than a reasonable degree of efforts, (b) not to disclose any such Confidential Information of the Confidential Information Disclosing Party to any third-party Third Party without first obtaining the prior written consent of the Disclosing Party. The Receiving Party agrees to limit access to , except for disclosures expressly permitted under this Article 13; and (c) it will not use any Confidential Information to those of its directorsthe Disclosing Party, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information except as set forth herein and not use it other than as expressly permitted in this Agreement. In particular, and subject to including in connection with the conditions exercise of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the any rights and or licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after Notwithstanding the termination or expiration of this Agreement; provided, howeverforegoing, with respect to any Confidential Information that constitutes a trade secrets disclosed hereundersecret, the provisions foregoing obligations of this paragraph will survive while confidentiality, non-use and non-disclosure shall continue for as long as such Confidential Information remains a trade secret. Notwithstanding the status definition of the trade secret remains. The Confidential Information in Section 1.16, Confidential Information of a Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply deemed to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinclude: (a) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Receiving Party in violation of this Agreement; (b) any information that was lawfully in the Receiving Party’s possession without obligations of confidentiality with respect thereto prior to receipt from the time it was first made available to the Receiving Party by the Disclosing Party; (b) , provided that the source of such information was in not and is not known to the public domain and generally known at the time Receiving Party to be bound by any contractual or other obligation of receipt from confidentiality to the Disclosing PartyParty or to any other entity with respect to any of such information; (c) any information that becomes part of the public domain through no fault of available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, its directors, officers, employees provided that such source is not known to the Receiving Party to be bound by any contractual or agentsother obligation of confidentiality to the Disclosing Party or to any other entity with respect to any of such information; or (d) any information that is lawfully received developed by or on behalf of the Receiving Party from a third-party without an obligation independently of confidentiality to the Disclosing Party’s Confidential Information and without reference to or use of such Confidential Information.

Confidentiality Obligations. The Receiving Party agrees Each party that receives confidential and/or proprietary information (the "RECEIVING PARTY") relating to treat all Confidential Information as this Agreement or the consummation of the Transactions (the "INFORMATION") shall maintain the confidential and exclusive property nature of the Disclosing Partyother party disclosing such Information (the "DISCLOSING PARTY"), and agrees not to disclose any of the Confidential Information to any third-third party without first obtaining the prior written consent of the Disclosing Party; (a) any Information learned about the Disclosing Party or its affiliates in the course of the Transactions, (b) the terms of this Agreement or the Transactions, unless and to the extent necessary to carry out the Transactions. The At the termination of this Agreement, the Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject return to the conditions of the preceding sentence, the Receiving Disclosing Party may disclose intellectual property licensed to it herein to implement this Agreement any and the rights all materials containing any such Information. These restrictions on use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions obligations of confidentiality will not apply to that part any Information that: (i) is or becomes generally available to the public other than as a result of Confidential Information, which a disclosure by the Disclosing Party; (ii) was within the Receiving Party's possession prior to its being furnished to the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from or on behalf of the Disclosing Party; (b) was in Party pursuant to this Agreement or for the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part consummation of the public domain through no fault Transactions, provided that the source of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received such information was not known by the Receiving Party from to be bound by a third-party without an confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information; (iii) becomes available to the Receiving Party on a nonconfidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information; or (iv) the Receiving Party has received a written opinion of outside counsel that such disclosure must be made by the Receiving Party in order for the Receiving Party not to commit a violation of law. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this SECTION 9.1. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party is nonetheless, in the written opinion of counsel, legally compelled to disclose such Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Receiving Party may, without liability hereunder, disclose to such tribunal only that portion of such Information that such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party exercise its best efforts to preserve the confidentiality of such Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Information by such tribunal.

Confidentiality Obligations. The Receiving At all times during the Term and for a period of ten (10) years following termination or expiration hereof in its entirety, each Party agrees shall, and shall cause its Affiliates, and its and their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to treat all a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information as furnished or otherwise made known to it, directly or indirectly, by the confidential and exclusive property of the Disclosing other Party, and agrees not except to disclose any the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the Confidential Information to any third-party without first obtaining performance of a Party’s obligations, or the written consent exercise of the Disclosing a Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors’s rights, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in under this Agreement. In particular, Confidential Information disclosed under the Existing CDAs shall be considered Confidential Information disclosed under this Agreement and subject to the terms and conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided. Notwithstanding the foregoing, howeverbut to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 7.1 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) 7.1.1 has been published by a Third Party or is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party, its directors, officers, employees or agents; EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 7.1.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Joint Know-How; 7.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; or (d) 7.1.4 has been independently developed by or for the receiving Party without reference to, or use or disclosure of the disclosing Party’s Confidential Information; provided that the foregoing exception shall not apply with respect to Joint Know-How. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information in the Receiving public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party from a thirdmerely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party. Joint Know-party without an obligation How shall be considered the Confidential Information of confidentiality to the Disclosing Partyboth Parties.

Confidentiality Obligations. The Receiving At all times during the Term and for a period of ten (10) years following termination or expiration hereof in its entirety, each Party agrees shall, and shall cause its Affiliates, and its and their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to treat all a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information as furnished or otherwise made known to it, directly or indirectly, by the confidential and exclusive property of the Disclosing other Party, and agrees not except to disclose any the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the Confidential Information to any third-party without first obtaining performance of a Party’s obligations, or the written consent exercise of the Disclosing a Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors’s rights, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in under this Agreement. In particular, Confidential Information disclosed under the Existing CDAs shall be considered Confidential Information disclosed under this Agreement and subject to the terms and conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided. Notwithstanding the foregoing, howeverbut to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 7.1 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) 7.1.1 has been published by a Third Party or is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party, its directors, officers, employees or agents; 7.1.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Joint Know-How; 7.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; or (d) 7.1.4 has been independently developed by or for the receiving Party without reference to, or use or disclosure of the disclosing Party’s Confidential Information; provided that the foregoing exception shall not apply with respect to Joint Know-How. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information in the Receiving public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party from a thirdmerely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party. Joint Know-party without an obligation How shall be considered the Confidential Information of confidentiality to the Disclosing Partyboth Parties.

Confidentiality Obligations. The Receiving At all times during the Term and for a period of ten (10) years following termination or expiration hereof in its entirety, each Party agrees shall, and shall cause its Affiliates, and its and their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to treat all a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information as furnished or otherwise made known to it, directly or indirectly, by the confidential and exclusive property of the Disclosing other Party, and agrees not except to disclose any the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the Confidential Information to any third-party without first obtaining performance of a Party’s obligations, or the written consent exercise of the Disclosing a Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors’s rights, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in under this Agreement. In particular, Confidential Information disclosed under the Existing CDAs shall be considered Confidential Information disclosed under this Agreement and subject to the terms and conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided. Notwithstanding the foregoing, howeverbut to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 7.1 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) 7.1.1 has been published by a Third Party or is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party, its directors, officers, employees or agents; 7.1.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Joint Know-How; 7.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; or (d) 7.1.4 has been independently developed by or for the receiving Party without reference to, or use or disclosure of the disclosing Party’s Confidential Information; provided that the foregoing exception shall not apply with respect to Joint Know-How. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information in the Receiving public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party from a thirdmerely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party. Joint Know-party without an obligation How shall be considered the Confidential Information of confidentiality both Parties. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to the Disclosing Party.certain portions hereof denoted with “*** REDACTED ***”

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the following termination or expiration of this Agreement; provided, howevereach Party shall cause its Affiliates and its and their respective officers, directors, employees, consultants, contractors and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement. Notwithstanding the foregoing, to the extent the receiving Party can demonstrate by documentation or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Table of Contents other competent proof, the confidentiality and non-use obligations under this Section 9.1 with respect to any trade secrets disclosed hereunderConfidential Information shall not include any information that: 9.1.1 was publicly known when received from the disclosing Party or thereafter becomes publicly known through no wrongful act, fault or omission on the provisions of this paragraph will survive while the status part of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence:receiving Party; (a) 9.1.2 was lawfully in the Receiving receiving Party’s possession prior to receipt disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; 9.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the Disclosing disclosing Party; (b) was 9.1.4 is generally made available to Third Parties by the disclosing Party without restriction on disclosure; or 9.1.5 has been independently developed by or for the receiving Party without reference to, or use or disclosure of, the disclosing Party’s Confidential Information. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain and generally known at or in the time possession of receipt from the Disclosing receiving Party; (c) becomes part . Further, any combination of Confidential Information shall not be considered in the public domain through no fault or in the possession of the Receiving receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party, its directors, officers, employees or agents; or (d) . *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is lawfully received by the Receiving Party from subject of a third-party without an obligation confidential treatment request. Table of confidentiality to the Disclosing Party.Contents

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [...***...] thereafter, such Party shall, and shall ensure that its Representatives, hold in confidence all Confidential Information as disclosed to it by the confidential and exclusive property other Party pursuant to this Agreement, unless the recipient of the Disclosing Confidential Information demonstrates by written evidence that such information: (i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not breached any obligations of confidentiality. *Confidential Information, indicated by [...***...], has been omitted from this filing and agrees filed separately with the Securities and Exchange Commission. The recipient shall not to disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercise its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be liable to the other for any disclosure or use of the Confidential Information by such Representatives. The above provisions recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care, and (ii) not use, and cause its Affiliates and Representatives not to use, any Confidential Information of confidentiality will not apply to that part of Confidential Information, which the Receiving other Party can demonstrate by documentary evidence: except as expressly permitted hereunder. Each Party shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving All Information disclosed by one Party agrees to treat all the other Party pursuant to this Agreement shall be the “Confidential Information as the confidential and exclusive property Information” of the Disclosing Partydisclosing Party for all purposes hereunder. Notwithstanding the foregoing, upon and following the Termination Effective Date, all Information with respect to the Licensed Product (including all information, data, and agrees not documentation generated in connection with the performance of activities pursuant to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights Transition Plan), whether disclosed by Everest or any of its Affiliates or representatives to Immunomedics or any of its Affiliates or representatives or otherwise, shall be deemed to be the Confidential Information of Immunomedics and licenses granted hereundernot of Everest. Each Party agrees that, for the Term and for ten (10) years thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents shall, keep confidential (using at least the same standard of care as it uses to protect proprietary information or Confidential Information of its own, but in no event less than reasonable care) and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information of the other Party (including, without limitation, know-how of the disclosing Party). The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Information to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencewith competent evidence that such Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliate, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public domain and generally known or otherwise part of the public domain, at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure to the receiving Party and other than through no fault any act of the Receiving receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed on a non-confidential basis to the receiving Party or its Affiliate by a Third Party, its directors, officers, employees or agentsother than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or (de) is lawfully received was independently developed or discovered by employees of the Receiving receiving Party from a third-party or its Affiliates without an obligation reference to or reliance upon Confidential Information of confidentiality to the Disclosing Partydisclosing Party as demonstrated by clear and convincing evidence.

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the ten (10) years following termination or expiration of this Sublicense Agreement; provided, howeveror indefinitely with respect to all Confidential Information that constitutes trade secrets (including, without limitation, any Licensed Manufacturing Know-How, including the content of the Technical Transfer Package, and the content of the Licensor’s European Union and United States cefiderocol regulatory filings received or accessed by Sublicensee, and any other trade secrets of the Licensor, including all Confidential Information that is of a technical nature, is identifiable and substantial, and has commercial value because it is not publicly available), for so long as the relevant trade secrets do not become publicly available other than as a result of a fault attributable to the receiving Party or its agents or sublicensees, each Party shall, and shall cause its Affiliates and their respective officers, directors, employees and agents to, keep completely confidential and not publish or otherwise disclose to a Third Party and not to use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or such use is reasonably necessary for the performance of its obligations or the exercise of its rights under this Agreement. “Confidential Information” means any information provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under or in connection with this Agreement, including the terms of this Agreement or any information relating to the Licensed Product (including the regulatory documentation and market approvals and any information or data contained therein), any information relating to any exploitation of the Licensed Product in the Territory or the scientific, regulatory or business affairs or other activities of either Party. For the purposes hereof, the Licensed Rights [(including the Licensed Manufacturing Know-How) – IF APPLICABLE], shall be deemed to be Confidential Information of GARDP, and the terms of this Sublicense Agreement shall be deemed Confidential Information of both Parties. The obligations under Section 17.1 will not apply with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status portion of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate show by documentary written evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Party.

Confidentiality Obligations. The Receiving Party agrees Prior to treat and during the term of this Agreement, Members may disclose to one another Confidential Information. 12.1.1.1 In order to ensure that each Member understands which information is deemed to be confidential, all Confidential Information will be in written form and clearly marked as the confidential “Confidential” and exclusive property of the Disclosing Party, and agrees not to disclose any of if the Confidential Information is initially disclosed in oral or some other non-written form, it will be confirmed and summarized in writing and clearly marked as “Confidential” by the disclosing Institution to any third-party without first obtaining the written consent recipient Institution within ten (10) days after disclosure. Notwithstanding the foregoing, a failure to confirm in writing an oral disclosure or failure to mark information as confidential or proprietary shall not mean that information would not be covered under the definition of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directorsin accordance with this Agreement, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain when the confidential nature of the disclosure is reasonably apparent to the receiving Member. 12.1.1.2 Each Member shall treat such Confidential Information in the same manner as set forth herein it treats its own Confidential Information but not less than with a reasonable degree of care. The obligation of a Member to maintain confidentiality under this Agreement will survive its expiration or termination and will continue for five (5) years from the date of disclosure unless specifically provided for otherwise, in separate agreements between Institutions or with external sponsors or counterparties. Page10 Confidential Information shall not use it other than as permitted in this Agreement. In particularinclude information that: 12.1.3.1 is already known, and subject to the conditions receiving Member prior to the disclosure by disclosing Member, as evidenced by the Member’s records; 12.1.3.2 becomes publicly known without the wrongful act or breach of this Agreement by the receiving Member; 12.1.3.3 has been or is disclosed to the receiving Member by a third party who is not, under any obligation of confidence or secrecy to the providing Member at the time said third party discloses to the receiving Member, or has a legal right to do so; 12.1.3.4 is developed independently by employees of the preceding sentence, receiving Member without reliance upon the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which as evidenced by the Receiving Party can demonstrate receiving Member’s records; 12.1.3.5 is approved for release by documentary evidence:written authorization of the providing Member; (a) was lawfully 12.1.3.6 is required to be disclosed by law or governmental regulation or to any governmental entity with jurisdiction, provided that the receiving Member promptly notifies the providing Member as soon as reasonably practical or possible of receipt of the request, and takes reasonable and lawful actions to minimize the extent of such disclosure if requested by the providing Member, at the providing Member’s sole cost and expense; and 12.1.3.7 is required to be disclosed to regulatory authorities, the REB and/or REBs of Institutions involved in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time conduct of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing PartyStudy.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential and exclusive property term of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and for [ * ] thereafter, such Party shall keep, and shall ensure that its officers, directors, employees and agents keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except as expressly permitted hereunder any Confidential Information furnished to it by the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of other Party pursuant to this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, except that the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Information to the extent that part of Confidential it can be established by such receiving Party that such Information: [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, which the Receiving Party can demonstrate by documentary evidence: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. (a) was lawfully in already known to the Receiving receiving Party or any of its Affiliates, other than pursuant to an obligation of confidentiality owed to the disclosing Party’s possession prior to receipt from , at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure other than through no fault any act or omission of the Receiving receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a third party other than in contravention of a confidentiality obligation of such third party to the disclosing Party, its directors, officers, employees or agents; or (de) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the foregoing, each Party may disclose the other's Confidential Information only to the extent such disclosure is lawfully received necessary in prosecuting or defending litigation or complying with applicable governmental laws or regulations, provided that if a Party is required to make any such disclosure of the other Party's Confidential Information, it will, whenever reasonably possible, give advance notice to the latter Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise), and will use reasonable efforts to limit the extent of such disclosure and, if requested by the Receiving other Party from a third-party without because of an obligation inability of such other Party to seek confidential treatment, to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or confidentiality to the Disclosing Partyagreements or otherwise).

Confidentiality Obligations. The Receiving Party HES acknowledges that MOXY may be restricted in its ability to grant HES access to certain data and information under the provisions of certain agreements to which MOXY is a party, including, without limitation, the Texaco Exploration Agreement and any applicable speculative data licensing agreements; provided, however, MOXY shall make reasonable efforts to allow HES to have access to such information. Where MOXY obtains permission for HES to have access to data and information under agreements that MOXY has entered into with third parties, HES shall comply with the confidentiality and non-use requirements of such third party agreements. HES agrees that until December 31, 2006, or until such later date as may be required by third party agreements to treat which MOXY is bound, HES will (and will cause its Affiliates to) take all Confidential Information as the reasonable steps to keep secret and confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directorsthird party, officersgeological or geophysical data, employees, agents progress reports or other third-party who have a need to know such information which it may receive in connection with the activities and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of operations carried out under this Agreement; provided, however, with respect that these restrictions shall not apply to information which (i) is in, or has entered into, the public domain without breach of the provisions of this Article 8; (ii) is in the possession of HES as a result of prior receipt thereof from another party not a party to this Agreement) prior to the time of such receipt under this Agreement, (iii) may lawfully be obtained as a matter of right by HES from another source, or (iv) is required to be disclosed by law or the rules of any governmental agency or an applicable stock exchange, by HES or its Affiliates. Where such information is furnished, pursuant hereto, to HES or HES Affiliates, or to bona fide prospective purchasers, mortgagees, prospective mortgagees, lenders, prospective lenders or consultants of HES for evaluation purposes, any such person furnished information shall agree not to communicate such information to any trade secrets other party or to use it for their own benefit in a manner adverse to the interests of the MOXY Program Participants or the working interest owners in the property(ies) involved. Notwithstanding the foregoing, the Parties recognize that from time to time information (such as logs) may be acquired by MOXY which must not be disclosed hereunderto anyone other than those persons who must have such information. HES shall require its employees and others obtaining information hereunder through HES, to be bound by the provisions of this paragraph will survive while in the status of same manner as it is bound hereunder and, in this connection, HES guarantees their compliance with the trade secret remainsprovisions hereof. The Receiving Party will ensure MOXY acknowledges that Confidential Information HES and its Affiliates are involved in widespread oil field activities and that HES and its Affiliates receive information and data related to oil field drilling and completion tools, techniques, practices, processes and procedures ("Well Construction Technologies") from many different sources. Notwithstanding anything contained in this Section 8.1 to the contrary, unless specifically agreed in a separate writing HES and its Affiliates will not be used by its directorsprecluded from utilizing any of the Well Construction Technologies and information related to such Well Construction Technologies (other than information which relates to the geology or hydrocarbon potential or other particular qualities of a specific property in which MOXY has rights) that are developed on wells hereunder in the rendering of matexxxxx, officersequipment, employees tools, services or agents for otherwise to any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes part of the public domain through no fault of the Receiving Party, its directors, officers, employees or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partycustomer.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after years thereafter, all Confidential Information of the termination or expiration of other Party shall be maintained in confidence, and shall not be used for any purpose other than the purposes expressly permitted by this Agreement; providedCLOA, howeverand, with respect subject to Section 6.2, shall not be disclosed to any trade secrets disclosed hereunder, Third Party. The Mutual Non-Disclosure Agreement shall terminate as of the Effective Date and the provisions of this paragraph will survive while Article 6 and this CLOA shall supersede the status Mutual Non-Disclosure Agreement in all respects, and all “Confidential Information” (as defined in the Mutual Non-Disclosure Agreement) exchanged by the Parties thereunder shall be deemed to be Confidential Information hereunder and be subject only to the provisions of this Article 6 and CLOA as of and after the trade secret remainsEffective Date. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality foregoing obligations will not apply to that part any portion of Confidential Information to the extent that it can be established by competent proof that such portion of the Confidential Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from recipient or its Representatives, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or was otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing Partyrecipient or its Representatives; (c) became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agentsrecipient in breach of this CLOA; or (d) is was subsequently lawfully received disclosed to the recipient or its Representatives by the Receiving a Third Party from other than in contravention of a third-party without an confidentiality obligation of confidentiality such Third Party to the Disclosing Partydisclosing party.

Confidentiality Obligations. The Receiving Party agrees to treat At all Confidential Information as times during the confidential Term and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the following termination or expiration hereof in its entirety, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is necessary or reasonably useful for the performance of, or the exercise of such Party’s rights under, this Agreement; provided. Notwithstanding the foregoing, howeverto the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 9.2 with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will shall not be used by its directors, officers, employees or agents for include any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidenceinformation that: (a) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was in the public domain and generally known at the time of receipt from the Disclosing Party; (c) 9.2.1 has been published by a Third Party or otherwise is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the Receiving receiving Party, its directors, officers, employees ; 9.2.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Regulatory Documentation (excluding clinical protocols) or agentsJoint Know-How; 9.2.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; 9.2.4 is generally made available to Third Parties by the disclosing Party without restriction on disclosure; or 9.2.5 has been independently developed by or for the receiving Party without reference to, or use or disclosure of, the disclosing Party’s Confidential Information; provided that the foregoing exception shall not apply with respect to Regulatory Documentation (dexcluding clinical protocols) or Joint Know-How. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is lawfully received embraced by more general information in the Receiving public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party from a third-party without an obligation merely because individual elements of confidentiality to such Confidential Information are in the Disclosing public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.

Confidentiality Obligations. The Receiving Each Party agrees to treat all that, for the Term and for five (5) years thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information as disclosed to it by the confidential other Party pursuant to this Agreement. Notwithstanding the foregoing, the nondisclosure and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any thirdnon-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access use obligations set forth in this Article 6.1 shall apply to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of constituting trade secrets for as long as such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunderremains a trade secret under applicable law. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure, as evidenced by competent written proof; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agents; orreceiving Party in breach of this Agreement; (d) is was subsequently lawfully received disclosed to the receiving Party or its Affiliates by the Receiving a Third Party from a third-party without an obligation of confidentiality other than in contravention of a confidentiality obligation of such Third Party to the Disclosing disclosing Party; or (e) was developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party, as evidenced by competent written proof. Notwithstanding the above obligations of confidentiality and non-use, a Party may disclose information to the extent that such disclosure is reasonably necessary to perform all obligations and/or enjoy all rights under this Agreement, which shall include without limitation, the use by [***] Sublicensee of Confidential Information to Develop and Commercialize Products subject to them being bound by reasonable obligations of confidentiality and non-use, which are at least as stringent as those contained herein. To the extent reasonably necessary, each Party may further disclose Confidential Information to Third Parties in connection with a due diligence by such Third Parties or to potential Third Party investors or financial institutions or advisors, provided, however, that in each case such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use, which are at least as stringent as those contained herein, unless otherwise strictly required by applicable law. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, including but not limited to the U.S. Securities and Exchange Commission, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the other Party, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, and shall include in such confidential treatment request all reasonable comments of the other Party. In the event that a Party is asked or subpoenaed by a court of law or Governmental Body to provide Confidential Information received hereunder, to the extent practical such Party shall promptly inform the other Party and shall cooperate with such other Party to obtain any and all protection that may be afforded such Confidential Information, prior to disclosing it, if such disclosure is ultimately required.

Confidentiality Obligations. The Receiving Party agrees to treat all All documents and information received by the Vendors from the Corporation or vice versa, and their respective professional advisors ("Confidential Information Information") will be treated by the Vendors and the Corporation, as the case may be, as confidential and exclusive property of the Disclosing Party, and agrees will not to disclose any of the Confidential Information be disclosed to any third-other person by the Vendors or the Corporation, except to their respective professional advisors and will not be used for any purpose whatsoever by the Vendors or the Corporation, other than for the purposes of evaluating the Transaction. No party without first obtaining will disclose the written consent terms of the Disclosing Party. The Receiving Party agrees this letter agreement (including Schedule "A" hereto) to limit access to Confidential Information to those of its any other person (other than such party's directors, officers, consultants, employees, agents lenders, counsel, accountants or any other thirdadvisors on a need-party to-know basis who have a need to know such information and who have been informed of and are obligated agreed in writing or who by the nature or their terms of their retainer, engagement or employment are under a duty to maintain keep such terms confidential and to use the confidential nature information only for the need-to-know basis upon which the information was provided, and for whom such party will be liable as a result of any breach of such Confidential Information as set forth herein obligation of confidentiality), except in order to comply with any applicable law (including the requirements of securities regulatory authorities and not use it other than as permitted the TSXV) and in this Agreement. In particular, and subject order to the conditions obtain approval of the preceding sentenceTSXV for the Transaction and any matter connected thereto; provided that, in the Receiving Party may event that the Corporation or any Vendor receives a request or is legally required to disclose intellectual property licensed to confidential information, it herein to implement this Agreement will notify the other parties of such request or requirement and the rights and licenses granted hereunderother parties may, at their own expense, seek to obtain any protective order to prevent or limit such disclosure. The parties will be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation; provided further that, all monetary damages will be limited to actual direct damages. The provisions of this paragraph Section 3 will survive the termination of this letter agreement for a period of [***] after three years. Notwithstanding the termination or expiration of this Agreement; providedforegoing, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that "Confidential Information Information" will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party can demonstrate by documentary evidence:include information that (ai) was lawfully in the Receiving Party’s possession prior to receipt from the Disclosing Party; (b) was already in the public domain and generally known at the time of receipt from the Disclosing Party; (c) furnished or that subsequently becomes part of the public domain through no fault act or omission by a party or its representatives in violation of this letter agreement or any other confidentiality obligation, (ii) was in a recipient’s possession at the Receiving Party, its directors, officers, employees time furnished and was not directly or agents; or (d) is lawfully received indirectly acquired by the Receiving Party from a third-party without recipient under an obligation of confidentiality confidence owed directly or indirectly to the Disclosing Partydisclosing party (whether arising by way of contract, legal, equitable or fiduciary obligation or otherwise), or (iii) was acquired by a recipient on a non-confidential basis from a source other than the disclosing party of its representatives (provided that same source is not, to the recipient’s knowledge, bound by a confidentiality agreement with the disclosing party or any of its representatives). It is acknowledged that the Corporation is required to disclose the existence and terms of this letter agreement immediately upon entry into it and the existence and terms of any Definitive Agreement immediately upon entry into it, pursuant to applicable securities laws including, but not limited to, the policies of the TSXV. The Corporation will provide to Xxxxxxxx Xxxx on behalf of the Vendors, a reasonable opportunity to comment upon the text of the proposed disclosures.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential and exclusive property term of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and for [ * ] thereafter, such Party shall keep, and shall ensure that its officers, directors, employees and agents keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except as expressly permitted hereunder any Confidential Information furnished to it by the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of other Party pursuant to this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, except that the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Information to the extent that part of Confidential it can be established by such receiving Party that such Information, which the Receiving Party can demonstrate by documentary evidence: (a) was lawfully in already known to the Receiving receiving Party or any of its Affiliates, other than pursuant to an obligation of confidentiality owed to the disclosing Party’s possession prior to receipt from , at the Disclosing Partytime of disclosure; (b) was in generally available to the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes or otherwise part of the public domain through no fault at the time of its disclosure to the receiving Party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) became generally available to the public or otherwise part of the Receiving public domain after its disclosure other than through any act or omission of the receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a third party other than in contravention of a confidentiality obligation of such third party to the disclosing Party, its directors, officers, employees or agents; or (de) was developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. Notwithstanding the foregoing, each Party may disclose the other's Confidential Information only to the extent such disclosure is lawfully received necessary: (i) for filing patent applications or obtaining patents, provided the disclosing Party receives the other Party's prior written consent for any disclosure under this subsection (i), which consent shall not be unreasonably withheld; (ii) for filing and obtaining approval of applications with regulatory authorities to sell pharmaceutical products; or (iii) for prosecuting or defending litigation or complying with applicable governmental laws or regulations, provided that if a Party is required to make any such disclosure of the other Party's Confidential Information under (iii), above, it will, whenever reasonably possible, give advance notice to the latter Party of such disclosure requirement, will cooperate with the other Party in its efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or confidentiality agreements or otherwise), and will use reasonable efforts to limit the extent of such disclosure and, if requested by the Receiving other Party from a third-party without because of an obligation inability of such other Party to seek confidential treatment, to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or confidentiality to the Disclosing Partyagreements or otherwise).

Confidentiality Obligations. The Receiving Each Party agrees to treat that, for the Term and for [***] years thereafter, provided, however, that for Confidential Information that is a trade secret under Applicable Law, such obligations shall survive until such Confidential Information is no longer such a trade secret, such Party shall, and shall ensure that its Affiliates and their Representatives hold in confidence all Confidential Information disclosed to it by the other Party pursuant to this Agreement. The foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that the receiving Party can demonstrate that such Confidential Information: 1.1.1 is or becomes generally available to the public other than as a result of disclosure by the confidential and exclusive property recipient; 1.1.2 is already known by or in the possession of the Disclosing recipient at the time of disclosure by the disclosing Party, and agrees ; 1.1.3 is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or 1.1.4 is obtained by recipient from a Third Party that has not to breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information Information, except to any third-party without first obtaining the written consent Representatives of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party recipient who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particularfor the purpose of performing the recipient’s obligations, and subject to the conditions of the preceding sentenceor exercising its rights, the Receiving Party may disclose intellectual property licensed to it herein to implement under this Agreement and the rights who are bound by obligations of non-use and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect non-disclosure substantially similar to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as those set forth herein. The above provisions recipient shall be responsible for any disclosure or use of confidentiality will the Confidential Information by such Representatives. The recipient shall protect Confidential Information using not apply to that part of Confidential Informationless than the same care with which it treats its own confidential information, which the Receiving but at all times shall use at least reasonable care. Each Party can demonstrate by documentary evidence: shall: (a) was lawfully in implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, the Receiving other Party’s possession prior to receipt from the Disclosing Party; Confidential Information; (b) was in promptly notify the public domain other Party of any unauthorized access or disclosure of such other Party’s Confidential Information; and generally known at the time of receipt from the Disclosing Party; (c) becomes part cooperate with such other Party in the investigation and remediation of the public domain through no fault of the Receiving Party, its directors, officers, employees any such unauthorized access or agents; or (d) is lawfully received by the Receiving Party from a third-party without an obligation of confidentiality to the Disclosing Partydisclosure.

Confidentiality Obligations. The Receiving Each Party agrees to treat all Confidential Information as that, for the confidential Term and exclusive property of the Disclosing Partyfor [*] years thereafter, such Party shall, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of shall ensure that its officers, directors, officers, employees, agents and Sublicensees shall keep completely confidential and not publish or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein otherwise disclose and not use for any purpose, except as expressly permitted hereunder, any Confidential Information disclosed to it by the other than as permitted in Party pursuant to this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that part of Confidential Information, which the Receiving receiving Party can demonstrate by documentary evidencethat such Confidential Information: (a) was lawfully in already known to the Receiving Party’s possession prior to receipt from receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Disclosing Partytime of disclosure; (b) was in generally available to the public or otherwise part of the public domain and generally known at the time of receipt from its disclosure to the Disclosing receiving Party; (c) becomes became generally available to the public or otherwise part of the public domain after its disclosure and other than through no fault any act or omission of the Receiving Party, its directors, officers, employees or agents; orreceiving Party in breach of this Agreement; (d) is was subsequently lawfully received disclosed to the receiving Party or its Affiliates by the Receiving a Third Party from a third-party without an obligation of confidentiality other than in contravention of a confidentiality obligation of such Third Party to the Disclosing disclosing Party; or (e) was developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Notwithstanding the above obligations of confidentiality and non-use, a Party may disclose information to the extent that such disclosure is reasonably necessary in connection with: (i) filing or prosecuting patent applications, subject to the terms of Section 5.3; (ii) prosecuting or defending litigation; (iii) conducting pre-clinical studies or Clinical Trials; (iv) seeking Regulatory Approval of the Licensed Product; or (v) complying with applicable law, including securities law and the rules of any securities exchange or market on which a Party’s securities are listed or traded; (vi) due diligence performed by a Third Party in connection with either Party’s business development activities, subject to such Third Parties being bound by written obligations of confidentiality that are at least as stringent as the ones herein. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, included but not limited to the U.S. Securities and Exchange Commission Agreement, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the other Party, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, and shall include in such confidential treatment request all reasonable comments of the other Party. The filing Party shall, where reasonably practicable, give such advance notice to the other Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to cooperate with the other Party in order to secure confidential treatment of such Confidential Information required to be disclosed.

Confidentiality Obligations. The Receiving Subject to paragraph (b) below and to the extent expressly authorized by a Transaction Agreement or the disclosing Party agrees to treat all Confidential Information as the in writing, each Party shall keep confidential and exclusive property of the Disclosing Partyshall not publish or disclose, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not nor use it other than as permitted in this Agreement. In particular, and subject to the conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a period of [***] after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party will ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth hereinto exercise a right or perform an obligation under a Transaction Agreement, any Confidential Information received from the other Party. The above provisions Confidential Information shall be limited to information disclosed under a Transaction Agreement. Confidential Information assigned to Nu-Co shall be deemed not to be independently known by the contributing Party after the Closing Date for purposes of confidentiality will not apply to that part this section and such Party shall be deemed in receipt of Nu-Co Confidential Information. For the avoidance of doubt, which the Receiving Party can demonstrate terms, conditions, identity of the Parties and the existence of the Transaction Agreements shall be considered Confidential Information of all Parties until such time as disclosed pursuant to Section 8.2(b) or otherwise required to be disclosed by documentary evidenceapplicable Legal Requirements (subject to a reasonable opportunity for prior review and comment by the other Parties). Notwithstanding anything to the contrary, Confidential Information shall not include any information: (ai) was lawfully in known to the Receiving Party’s possession receiving Party prior to receipt from disclosure hereunder and not subject to an obligation of confidentiality in favor of the Disclosing other Party; (bii) was in generally available to the public domain and generally known at the time of receipt from the Disclosing Party; (c) becomes or part of the public domain through no fault at the time of its disclosure hereunder; (iii) generally available to the public or part of the Receiving Partypublic domain after disclosure hereunder, its directorsother than through any act or omission in breach of a Transaction Agreement; Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (iv) independently discovered or developed by a Party without reference to or use of Confidential Information, officers, employees or agentsas demonstrated by documented evidence; or (dv) is lawfully received disclosed by the Receiving a Third Party from and not subject to a third-party without an known (after good faith inquiry) obligation of confidentiality to in favor of a Party hereunder. The obligations set forth in this Section 8.2(a) shall remain in effect during the Disclosing Partyterm of this Agreement or for five (5) years following termination of this Agreement.