Common use of Confidentiality of Terms Clause in Contracts

Confidentiality of Terms. Each party shall keep the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third Person except: (a) with the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; (b) to any governmental body having jurisdiction and authority to compel such disclosure; provided, that before such disclosure the party compelled to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other party in seeking and securing such confidential treatment; (c) subject to Sections 6.4(d) and (e), as otherwise may be required by law or legal process, including to legal and financial advisors in their capacity of advising a party in such matters; provided, that such advisors are obligated not to further disclose to any other Person any portion of such information; (d) during the course of litigation, so long as the disclosure of such terms are restricted in the same manner as is the confidential information of the other litigating parties and so long as (i) the restrictions are embodied in a court-entered protective order and (ii) the disclosing party informs the other party in writing at least five business days in advance of the disclosure; (e) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keeping; or (f) by Licensor in connection with any divestiture, sale, merger or other transaction involving or related to the Licensed Patents or the prosecution, maintenance, enforcement or defense of the Licensed Patents. Additionally, each party may use similar terms in other agreements. Neither party shall use or refer to this Agreement or any of its provisions in any promotional activity.

Confidentiality of Terms. Each No party shall keep disclose the terms of this Agreement confidential and shall not now Settlement Agreement, or hereafter divulge these terms information relating to any third Person this Settlement Agreement, without the prior written consent of the other party except: (a) to Subsidiaries of the parties in confidence; (b) with the prior written consent of the other party, which consent will not be unreasonably withheld or delayedat such other party’s sole discretion; (bc) to any governmental body having jurisdiction and authority to compel such disclosure; provided, that before specifically requiring such disclosure (in confidence to the party compelled to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other party in seeking and securing such confidential treatmentextent allowed); (cd) subject in response to Sections 6.4(d) and a valid subpoena or as otherwise may be required by law (in confidence to the extent allowed); [***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. (e), ) as otherwise may be required by law or legal process (including legal requirements and regulations of the U.S. Securities and Exchange Commission and rules of NASDAQ), as determined by such party based on advice and counsel from such party’s outside securities counsel that such disclosure is advisable under such law or legal process; (f) as set forth in the mutually agreed press release set forth in Exhibit D(Press Release), including provided that no further press releases or publicity regarding this Settlement Agreement shall be made by any party, except as otherwise required by law or legal process or as otherwise authorized by this Settlement Agreement or other agreement between the parties; (g) to state (i) that a party and its Subsidiaries have settled with the other party, and (ii) any information that is included within the press release described above, or in requirements and (iii) any information that is included within filings made pursuant to the regulations of the U.S. Securities and Exchange Commission and rules of NASDAQ, as permitted under Section 7.4(e), but only to shareholders, analysts and other interested parties, (h) any other information disclosed by a party or its “Licensed Subsidiaries” (as defined under the Patent License Agreement) for bona fide business reasons regarding the release such party has received for its Released Products (other than the financial terms), which information is included within the scope of a nondisclosure agreement executed by the recipient of such information, (i) to a party’s or its Subsidiaries’ accountants, legal counsel and other financial and legal advisors in their capacity of advising a party in such matters; provided, that such advisors are obligated not subject to further disclose to any obligations of confidentiality and/or other Person any portion of such informationlegal duties preventing disclosure consistent with this Section 7.4; (dj) during if a party is required to do so by a subpoena (or other legal process) or court order seeking disclosure of the course terms set forth in this Settlement Agreement, such party or Subsidiary shall, before responding thereto, provide the other parties with prior written notice of litigationsuch subpoena, so long as legal process, order or legal requirement in sufficient time (if reasonably feasible) to permit the other parties the opportunity to object (or, if the timing of such litigation makes advance notice impracticable, such notice is provided within ten (10) days after such disclosure), to seek a court-entered protective order or comparable court-ordered restriction, and shall reasonably cooperate with the other party in its efforts to obtain such protective order and provided further that, the disclosing party shall seek to have the disclosure of such terms are restricted and conditions restricted, as authorized or permitted by the court, in the same manner as is the confidential information of the other litigating parties and so long as Persons; and (k) to a Third Party in connection with a potential merger or acquisition by, of or with the party, or any other potential change of control of a party, provided that such disclosure shall (i) the restrictions are embodied in be on a courtstrictly limited, need-entered protective order and to-know basis, (ii) when the disclosing party informs believes that such transaction is reasonably likely to take place, and (iii) on terms applicable to other highly confidential information disclosed by such party in connection with such transaction provided such terms prohibit disclosure, [***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. prohibit use for any purpose other than as required for due diligence in connection with the potential transaction and provide for reasonable care; provided, however, that prior to any such disclosure pursuant to paragraphs (c) and/or (d) hereof, the party seeking disclosure shall provide reasonable advance written notice to the other parties, and cooperate with the other parties and take all reasonable actions in an effort to minimize the nature and extent of such disclosure. In addition, attached hereto as Exhibit E is Microtune’s initial disclosure with the U.S. Securities and Exchange Commission of the transaction contemplated under this Settlement Agreement, and Broadcom agrees that such initial disclosure (or any similar initial disclosure determined by Microtune to be advisable based on advice and counsel from Microtune’s outside securities counsel) is a permitted disclosure under this Agreement. Notwithstanding any provision to the contrary herein, any party and any of its Subsidiaries is permitted to file this Settlement Agreement under seal with and disclose under seal this Settlement Agreement, in whole or in part, and information relating to this Settlement Agreement to a court, tribunal or government agency of competent jurisdiction in an action or proceeding brought by or against a party or a Subsidiary of a party when reasonably necessary for such action or proceeding, subject to written notice to the other party in writing at least five business days in advance of the disclosure; (e) in confidence and an opportunity to legal counsel, accountants, banks and financing sources and their advisors having obtain a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keeping; or (f) by Licensor in connection with any divestiture, sale, merger protective order or other transaction involving or related to the Licensed Patents or the prosecution, maintenance, enforcement or defense of the Licensed Patents. Additionally, each party may use similar terms restriction as described in other agreements. Neither party shall use or refer to this Agreement or any of its provisions in any promotional activitySection 7.4(j).

Confidentiality of Terms. Each Neither party shall keep disclose the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third Person Agreement, without the prior written consent of the other party except: (a) to Subsidiaries of the parties in confidence; or (b) with the prior written consent of the other party, which consent will not be unreasonably withheld or delayed;at such other party’s sole discretion; or (bc) to any governmental body having jurisdiction and authority to compel such disclosure; provided, that before specifically requiring such disclosure (in confidence to the party compelled to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other party in seeking and securing such confidential treatment;extent allowed); or (cd) subject in response to Sections 6.4(d) and a valid subpoena or as otherwise may be required by law (in confidence to the extent allowed); or (e), ) as otherwise may be required by law or legal process (including legal requirements and regulations of the U.S. Securities and Exchange Commission and rules of NASDAQ), as determined by such party based on advice and counsel from such party’s outside securities counsel that such disclosure is advisable under such law or legal process; or (f) as set forth in the mutually agreed press release set forth in Exhibit D (Press Release) of the Settlement Agreement, provided that no further press releases or publicity regarding this Agreement shall be made by any party, except as otherwise required by law or legal process or as otherwise authorized by this Agreement or other agreement between the parties; or (g) to state (i) that a party and its Subsidiaries have settled with the other party, and (ii) any information that is included within the press release described above, or in requirements and (iii) any information that is included within filings made pursuant to the regulations of the U.S. Securities and Exchange Commission and rules of NASDAQ, as permitted under Section 6.1(e), but only to shareholders, analysts and other interested parties; or (h) solely with respect to Section 2.3, information regarding its rights and obligations under Section 2.3, Section 2.4, Article V and Section 7.6 disclosed by a party or its Subsidiaries for bona fide business reasons for the performance of its obligations or to exercise its rights under this Agreement (including any reasonably required disclosure of the rights and obligations under Section 2.3 to Customers), under the scope of a nondisclosure agreement executed by the recipient of such information; or (i) to a party’s or its Subsidiaries’ accountants, legal counsel and other financial and legal advisors in their capacity of advising a party in such matters, subject to obligations of confidentiality and/or other legal duties preventing disclosure consistent with this Section 6.1; providedor (j) if a party is required to do so by a subpoena (or other legal process) or court order seeking disclosure of the terms set forth in this Agreement, that such advisors are obligated not to further disclose to any party or Subsidiary shall, before responding thereto, provide the other Person any portion parties with prior written notice of such information; subpoena, legal process, order or legal requirement in sufficient time (dif reasonably feasible) during to permit the course other parties the opportunity to object (or, if the timing of litigationsuch litigation makes advance notice impracticable, so long as such notice is provided within ten (10) days after such disclosure), to seek a court-entered protective order or comparable court-ordered restriction, and shall reasonably cooperate with the other party in its efforts to obtain such protective order and provided further that, the disclosing party shall seek to have the disclosure of such terms are restricted and conditions restricted, as authorized or permitted by the court, in the same manner as is the confidential information of the other litigating parties and so long as (i) the restrictions are embodied in a court-entered protective order and (ii) the disclosing party informs the other party in writing at least five business days in advance of the disclosure; (e) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keepingPersons; or (fk) by Licensor solely with respect to Section 2.3 and 7.6, to a Third Party in connection with any divestiture, sale, a potential merger or acquisition by, of or with the party, or any other potential change of control of a party, provided that such disclosure shall (i) be on a strictly limited, need-to-know basis, (ii) when the party believes that such transaction involving or related is reasonably likely to take place, and (iii) on terms applicable to other highly confidential information disclosed by such party in connection with such transaction provided such terms prohibit disclosure, prohibit use for any purpose other than as required for due diligence in connection with the potential transaction and provide for reasonable care; provided, however, that prior to any such disclosure pursuant to paragraphs (c) and/or (d) hereof, the party seeking disclosure shall provide reasonable advance written notice to the Licensed Patents or other party, and cooperate with the prosecutionother party and take all reasonable actions in an effort to minimize the nature and extent of such disclosure. In addition, maintenance, enforcement or defense attached as Exhibit E to the Settlement Agreement is Microtune’s initial disclosure with the U.S. Securities and Exchange Commission of the Licensed Patents. Additionallytransaction contemplated under this Agreement, each party may use similar terms in other agreements. Neither party shall use or refer to this Agreement and Broadcom agrees that such initial disclosure (or any of its provisions in any promotional activitysimilar initial disclosure determined by Microtune to be advisable based on advice and counsel from Microtune’s outside securities counsel) is a permitted disclosure under this Agreement.

Confidentiality of Terms. Each party shall keep the a. [Intentionally Omitted] b. The specific terms of this Agreement confidential and shall not now or hereafter divulge these be confidential. No party shall disclose the specific terms to any third Person of this Agreement except: (ai) with to its Subsidiaries in confidence; (ii) in the case of MediaTek, as permitted by the prior written consent of [****], granted in its sole discretion; (iii) in the case of [****], as permitted by the prior written consent of MediaTek, granted in its sole discretion; (iv) as may be required by law or legal process (including legal requirements and regulations of the U.S. Securities and Exchange Commission and the rules of the Nasdaq Stock Market), as determined by such party based on advice and counsel from such party’s outside securities counsel that such disclosure is advisable under such law or legal process, provided however, that in the event either party determines it is necessary to disclose any terms of this Agreement or to publicly file a copy of this Agreement, the disclosing party agrees to notify the other party prior to such filing and, upon the request of the other party, which consent will not be unreasonably withheld or delayedto use commercially reasonable efforts to obtain confidential treatment for information deemed sensitive, to the extent such confidential treatment is available under applicable laws and regulations; (bv) to any governmental body having jurisdiction the ITC (to the extent permissible by ITC rules, all such information shall be submitted in confidence); (vi) to state information that has already been properly publicly disclosed pursuant to Section 5(b)(iv) (vii) in confidence, to a party’s or its Subsidiaries’ accountants, legal counsel and authority other financial and legal advisors in their capacity of advising the party in such matters; **** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE 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. (viii) in response to compel such disclosurea valid subpoena or as otherwise may be required by law (in confidence to the extent allowed); provided, however, that if a party or Subsidiary is required to do so by a subpoena (or other legal process) or court order seeking disclosure of the terms set forth in this Agreement, such party or Subsidiary shall, before responding thereto, provide the other parties with prior written notice of such disclosure subpoena, legal process, order or legal requirement in sufficient time (if reasonably feasible) to permit the party compelled other parties the opportunity to make object (or, if the timing of such disclosure shall litigation makes advance notice impracticable, such notice is provided within ten (10) days after such disclosure), to seek confidential treatment of any disclosed portion of this Agreement a court-entered protective order or comparable court-ordered restriction, and shall reasonably cooperate with the other party in seeking and securing such confidential treatment; (c) subject to Sections 6.4(d) and (e), as otherwise may be required by law or legal process, including to legal and financial advisors parties in their capacity of advising a efforts to obtain such protective order and provided further that, the disclosing party in such matters; provided, that such advisors are obligated not shall seek to further disclose to any other Person any portion of such information; (d) during the course of litigation, so long as have the disclosure of such terms are restricted and conditions restricted, as authorized or permitted by the court, in the same manner as is the confidential information of the other litigating parties persons; and so long as (i) the restrictions are embodied any party and any of its Subsidiaries is permitted to file this Agreement under seal with and disclose under seal this Agreement, in whole or in part, and information relating to this Agreement to a court-entered protective order and (ii) the disclosing , tribunal or government agency of competent jurisdiction in an action or proceeding brought by or against a party informs or a Subsidiary when reasonably necessary for such action or proceeding, subject to written notice to the other party and an opportunity to obtain a protective order or other restriction as described in writing at least five business days in advance of the disclosure;this subparagraph; and (eix) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely third party in connection with complying a potential Change of Control or other permitted assignment of this Agreement by, of or with the party, provided that such disclosure shall be (A) on a strictly limited, need-to-know basis, (B) when the party believes that such transaction is reasonably likely to take place, and (C) on terms applicable to other highly confidential information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keeping; or (f) disclosed by Licensor such party in connection with such transaction provided such terms prohibit disclosure, prohibit use for any divestiture, sale, merger or purpose other than as required for due diligence in connection with the potential transaction involving or related to the Licensed Patents or the prosecution, maintenance, enforcement or defense of the Licensed Patents. Additionally, each party may use similar terms in other agreements. Neither party shall use or refer to this Agreement or any of its provisions in any promotional activityand provide for reasonable care.

Confidentiality of Terms. Each party Party and each Subsidiary thereof shall keep the existence and terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third Person except: (a) with the prior written consent of the other party, which consent will not be unreasonably withheld or delayed;Party; or (b) to any governmental body having jurisdiction and authority to compel such disclosure; provided, provided that before such disclosure the party Party or Subsidiary compelled to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other party Party in seeking and securing such confidential treatment; (c) subject to Sections 6.4(d7.11(d) and (e)7.11(e) below, as otherwise may be required by law or legal process, including without limitation to legal and financial advisors in their capacity of advising a party in Licensed Party with respect to such matters; provided, that provided such advisors are obligated not to further disclose to any other Person any portion of such information;these terms; or (d) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of the other litigating parties and so long as (ia) the restrictions are embodied in a court-entered protective order and (iib) the disclosing party Party or Subsidiary informs the other party Party in writing at least five business ten (10) days in advance of the disclosure;; or (e) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keeping; orand provided that (f) by Licensor in connection with each Licensed Party may state to any divestiture, sale, merger or other transaction involving or related to customer who has purchased a Licensed Product from such Licensed Party that such Licensed Party believes such Licensed Product is licensed under the Licensed Patents or the prosecution, maintenance, enforcement or defense of the Licensed Patents. other Party, solely in response to a direct inquiry from such customer with respect to such question. (g) Additionally, each party Party may use similar terms and conditions in other agreements. Neither party Party (including without limitation its Subsidiaries) shall use or refer to this Agreement or any of its provisions in any promotional activity., except that the Parties shall cooperate in preparing and releasing an announcement, if any, relating to this Agreement. [****] = 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. Confidential treatment has been requested with respect to the omitted portions. - 26 - INTEL & AMD CONFIDENTIAL

Confidentiality of Terms. Each party Neither Party shall keep disclose the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third Person without the prior written consent of the other Party except: (a) to Subsidiaries of the Parties in confidence; (b) with the prior written consent of the other partyParty, which consent will not be unreasonably withheld or delayedat such other Party’s sole discretion; (bc) to any governmental body having jurisdiction and authority to compel such disclosure; provided, that before specifically requiring such disclosure (in confidence to the party compelled to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other party in seeking and securing such confidential treatmentextent allowed); (cd) subject in response to Sections 6.4(d) and a valid subpoena or as otherwise may be required by law (in confidence to the extent allowed); (e), ) as otherwise may be required by law or legal process (including legal requirements and regulations of the U.S. Securities and Exchange Commission and rules of NASDAQ), as determined by such Party based on advice and counsel from such Party’s outside securities counsel that such disclosure is advisable under such law or legal process; (f) as set forth in the mutually agreed press release set forth in Exhibit D (Press Release) of the Settlement Agreement, including provided that no further press releases or publicity regarding this Agreement shall be made by a Party, except as otherwise required by law or legal process or as otherwise authorized by this Agreement or other agreement between the Parties; (g) to state (i) that a Party and its Subsidiaries have settled with the other Party, and (ii) any information that is included within the press release described above, and (iii) any information that is included within filings made pursuant to the regulations of the U.S. Securities and Exchange Commission and rules of NASDAQ, as permitted under Section 6.2(e), but only to shareholders, analysts and other interested parties, (h) any other information disclosed by a Party or its Licensed Subsidiaries for bona fide business reasons regarding the license such Party or its Licensed Subsidiaries has received for its Licensed Products (other than the financial terms, which may only be disclosed in the context of a transaction described in subparagraph (k) below), which information is included within the scope of a nondisclosure agreement executed by the recipient of such information, (i) to a Party’s or its Subsidiaries’ accountants, legal counsel and other financial and legal advisors in their capacity of advising a party Party in such matters; provided, that such advisors are obligated not subject to further disclose to any obligations of confidentiality and/or other Person any portion of such informationlegal duties preventing disclosure consistent with this Section 6.2; (dj) during if a Party is required to do so by a subpoena (or other legal process) or court order seeking disclosure of the course terms set forth in this Agreement, such Party or Subsidiary shall, before responding thereto, provide the other Party with prior written notice of litigationsuch subpoena, so long as legal process, order or legal requirement in sufficient time (if reasonably feasible) to permit the other parties the opportunity to object (or, if the timing of such litigation makes advance notice impracticable, such notice is provided within ten (10) days after such disclosure), to seek a court-entered protective order or comparable court-ordered restriction, and shall reasonably cooperate with the other Party in its efforts to obtain such protective order and provided further that, the disclosing Party shall seek to have the disclosure of such terms are restricted and conditions restricted, as [***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. authorized or permitted by the court, in the same manner as is the confidential information of the other litigating parties and so long as Persons; and (k) to a Third Party in connection with a potential merger or acquisition by, of or with the Party, or any permitted transaction described in Article V or permitted assignment described in Section 6.6, provided that such disclosure shall (i) the restrictions are embodied in be on a courtstrictly limited, need-entered protective order and to-know basis, (ii) when the disclosing party informs the Party believes that such transaction is reasonably likely to take place, and (iii) on terms applicable to other party in writing at least five business days in advance of the disclosure; (e) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely highly confidential information disclosed by such Party in connection with complying such transaction provided such terms prohibit disclosure, prohibit use for any purpose other than as required for due diligence in connection with the potential transaction and provide for reasonable care; provided, however, that prior to any such disclosure pursuant to paragraphs (c) and/or (d) hereof, the Party seeking disclosure shall provide reasonable advance written notice to the other Party, and cooperate with the other Party and take all reasonable actions in an effort to minimize the nature and extent of such disclosure. In addition, attached to the Settlement Agreement as Exhibit E is Microtune’s initial disclosure with the U.S. Securities and Exchange Commission of the transaction contemplated under this Agreement, and Broadcom agrees that such initial disclosure (or any similar initial disclosure determined by Microtune to be adviseable based on advice and counsel from Microtune’s outside securities counsel) is a permitted disclosure under this Agreement. Notwithstanding any provision to the contrary herein, any Party and any of its Subsidiaries is permitted to file this Agreement under seal with and disclose under seal this Agreement, in whole or in part, and information requests associated with contemplated and executed financial transactionsrelating to this Agreement to a court, tribunal or government agency of competent jurisdiction in an action or proceeding brought by or against a Party or a Subsidiary of a Party when reasonably necessary for such action or proceeding, subject to customary written obligations of non-disclosure, non-use notice to the other Party and safe-keeping; or (f) by Licensor in connection with any divestiture, sale, merger an opportunity to obtain a protective order or other transaction involving or related to the Licensed Patents or the prosecution, maintenance, enforcement or defense of the Licensed Patents. Additionally, each party may use similar terms restriction as described in other agreements. Neither party shall use or refer to this Agreement or any of its provisions in any promotional activitySection 6.2(j).

Confidentiality of Terms. Each party Party and each Subsidiary thereof shall keep the existence and terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third Person except: (a) with the prior written consent of the other party, which consent will not be unreasonably withheld or delayed;Party; or (b) to any governmental body having jurisdiction and authority to compel such disclosure; provided, provided that before such disclosure the party Party or Subsidiary compelled to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other party Party in seeking and securing such confidential treatment; (c) subject to Sections 6.4(d7.11(d) and (e)7.11(e) below, as otherwise may be required by law or legal process, including without limitation to legal and financial advisors in their capacity of advising a party in Licensed Party with respect to such matters; provided, that provided such advisors are obligated not to further disclose to any other Person any portion of such information;these terms; or (d) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of the other litigating parties and so long as (ia) the restrictions are embodied in a court-entered protective order and (iib) the disclosing party Party or Subsidiary informs the other party Party in writing at least five business ten (10) days in advance of the disclosure;; or (e) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keeping; orand provided that (f) by Licensor in connection with each Licensed Party may state to any divestiture, sale, merger or other transaction involving or related to customer who has purchased a Licensed Product from such Licensed Party that such Licensed Party believes such Licensed Product is licensed under the Licensed Patents or the prosecution, maintenance, enforcement or defense of the Licensed Patents. other Party, solely in response to a direct inquiry from such customer with respect to such question. (g) Additionally, each party Party may use similar terms and conditions in other agreements. Neither party Party (including without limitation its Subsidiaries) shall use or refer to this Agreement or any of its provisions in any promotional activity, except that the Parties shall cooperate in preparing and releasing an announcement, if any, relating to this Agreement. [****] = 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. Confidential treatment has been requested with respect to the omitted portions.

Confidentiality of Terms. Each Neither party shall keep disclose the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third Person except: (a) with without the prior written consent of the other party, which consent will not be unreasonably withheld or delayedparty except: (a) to Subsidiaries of the parties in confidence; (b) to any governmental body having jurisdiction and authority to compel such disclosure; provided, that before specifically requiring such disclosure (in confidence to the party compelled to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other party in seeking and securing such confidential treatmentextent allowed); (c) subject in response to Sections 6.4(d) and (e), a valid subpoena or as otherwise may be required by law (in confidence to the extent allowed); [***] Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and the omitted portions represented by [***] have been separately filed with the Securities and Exchange Commission. (d) to the extent required, for the purposes of disclosure in connection with the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or legal processany other filings, including to legal and financial advisors in their capacity of advising a party in such matters; providedreports or disclosures that may be required under applicable laws or regulations, provided however, that such advisors are obligated not in the event either party determines it is necessary to further disclose any terms beyond those included in the press releases attached as Exhibit B to any the Settlement Agreement or that it is required to publicly file this Agreement or the Settlement Agreement, the disclosing party agrees to use commercially reasonable efforts to receive confidential treatment for information deemed sensitive and shall give the other Person any portion party reasonable prior notice of its intention to disclose such information; (de) to a party’s accountants, legal counsel and other financial and legal advisors, subject to obligations of confidentiality; (f) as required during the course of litigation, so long as the disclosure of such terms are restricted in the same manner as is the confidential information of the other litigating parties and so long as (i) the restrictions are embodied in a court-entered protective order and (ii) the disclosing party informs the other party in writing at least five business days in advance of the disclosure; (e) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keepingprotective orders or other similar protections as applicable; or (fg) by Licensor to a [***] in connection with any divestiturea [***] or [***], saleof or with [***] provided that such disclosure shall be (i) on a strictly limited, merger or other transaction involving or related need-to-know basis, (ii) when such [***] is [***] to [***], and (iii) on terms applicable to the Licensed Patents or most confidential information disclosed by such party in connection with such [***] provided such terms are at least as restrictive as set forth herein; provided, however, that prior to any such disclosure pursuant to paragraphs (c) and/or (f) hereof, the prosecution, maintenance, enforcement or defense party seeking to make such disclosure shall notify the other party and take reasonable actions in an effort to minimize the nature and extent of the Licensed Patents. Additionally, each party may use similar terms in other agreements. Neither party shall use or refer to this Agreement or any of its provisions in any promotional activitysuch disclosure.

Confidentiality of Terms. Each party This Agreement is confidential. The Parties shall keep not disclose to any other person the terms of this Agreement confidential and shall not now or hereafter divulge these except with the written consent of the other. The only exceptions to the confidentiality provisions in this section are that disclosure to other persons of the terms to any third Person exceptof this Agreement is permitted: (a) with Where the prior written consent of the other party, which consent will not be unreasonably withheld or delayedparty has been obtained; (b) To a party's executive officers, board of directors, or its employees who need to any governmental body having jurisdiction and authority know such information in order to compel perform their job functions, in each case such disclosure; provided, that before persons being bound by confidentiality agreements to prevent disclosure of confidential information such disclosure the party compelled to make such disclosure shall seek confidential treatment of any disclosed portion of as this Agreement and shall reasonably cooperate with the other party in seeking and securing such confidential treatmentAgreement; (c) subject To a party's own attorneys, tax consultants, tax advisors, accountants, other financial advisors or existing or prospective insurance providers, who is/are consulted by such party for legal, tax reporting, tax planning, financial planning, advisory, or insurance purposes; d) Where required in response to Sections 6.4(d) and (e), as otherwise may be required by law an order or legal processother process of a court or administrative agency of competent jurisdiction, including to legal and financial advisors in their capacity of advising a without limitation, any third party in such matters; provided, that such advisors are obligated not to further disclose to any other Person any portion of such information; (d) during the course of litigationsubpoena, so long as the disclosure of such terms are restricted in the same manner as is the confidential information of the other litigating parties and so long as (i) the restrictions are embodied in a court-entered protective order and (ii) the disclosing party informs required to respond notifies the other party in writing at least five business days a timely fashion so that other party may object, seek to restrict disclosure, or pursue other alternatives in advance seeking to restrict disclosure of the disclosure; (e) in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keepingAgreement; or e) For purposes of enforcement in court of any legal proceeding pertaining to the Agreement or matters pertaining to the Agreement. Patent License Agreement _____________________________________________________________________________________________________ [***]: Certain confidential information contained in this document marked with three asterisks 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 . Except as described in subsections a) through e), above, when describing the nature or terms of this Agreement, a party is allowed only to state that: (f1) the Agreement was made by Licensor mutual consent and the terms are confidential; and (2) the Party is not at liberty to provide further information. Notwithstanding this section 7.16, to the extent that SEC requirements call for any portion of this transaction to be disclosed, the Parties agree to cooperate in connection seeking confidential treatment of this Agreement and any exhibits, amendments, and/or addendums, as may be applicable. Except as provided above, the Parties specifically agree not to share with any divestiture, sale, merger third parties any documents or other transaction involving materials that may have been provided between the parties during discussions or related negotiations leading to the Licensed Patents or the prosecution, maintenance, enforcement or defense drafting and culmination of the Licensed Patents. Additionally, each party may use similar terms in other agreements. Neither party shall use or refer to this Agreement or any of its provisions in any promotional activityAgreement.