Common use of Disclosure of Know-How Clause in Contracts

Disclosure of Know-How. (a) After the Effective Date and pursuant to the Transition Plan (as defined in Section 4.1(b)), Portola shall disclose to Biogen Idec the Portola Know-How pertaining to the formulation, Manufacture and Development of the Lead Compound and the Product containing such Lead Compound that is subject to the ongoing Development by Portola as of the Effective Date. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Know-How under the Transition Plan. (b) In addition, as soon as practicable after the Effective Date and as directed by the JSC, Portola shall use Commercially Reasonable Efforts to disclose to Biogen Idec all material Portola Know-How and other material data, information and documents known to Portola (excluding only such information where a confidentiality obligation to a Third Party precludes such disclosure and Portola has made reasonable efforts to secure permission from such Third Party to disclose such information to Biogen Idec hereunder) which may be necessary or reasonably useful to Biogen Idec to Develop, Manufacture, or commercialize the Collaboration Compounds and/or Products. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Know-How. [*] = 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. (c) Thereafter, on a continuing basis during the Term: (i) Portola shall disclose to Biogen Idec additional Portola Know-How and Joint Know-How (to the extent not already known to Biogen Idec) which comes in to existence from time to time, and perform other technology transfer activities as set forth in this Agreement; and (ii) Biogen Idec shall disclose to Portola the Biogen Idec Know-How (to the extent necessary or reasonably useful for Portola to perform its obligations under this Agreement) and Joint Know-How (to the extent not already known to Portola). Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such subsequent transfer of Know-How.

Disclosure of Know-How. (ai) After Without limiting the obligations under Section 4.2(d), beginning with the Calendar Quarter in which the Effective Date occurs and pursuant continuing thereafter [**] during the Term and more frequently as mutually agreed by the Parties, MERRIMACK (consistent with its applicable confidential disclosure obligations to the Transition Plan (as defined in Section 4.1(b))Third Parties, Portola if any) shall disclose to Biogen Idec the Portola PEI (A) all MERRIMACK Know-How pertaining to specified in the formulation, Manufacture and Development of the Lead Compound and the Product containing such Lead Compound that is subject to the ongoing Development by Portola as of the Effective Date. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Know-How under the Transition Plan. (b) In addition, as soon as practicable after the Effective Date and as directed by the JSC, Portola shall use Commercially Reasonable Efforts to disclose to Biogen Idec all material Portola Know-How and other material data, information and documents known to Portola (excluding only such information where a confidentiality obligation to a Third Party precludes such disclosure and Portola has made reasonable efforts to secure permission from such Third Party to disclose such information to Biogen Idec hereunder) which may be necessary or reasonably useful to Biogen Idec to Develop, Manufacture, or commercialize the Collaboration Compounds and/or Products. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Know-How. [*] = 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. (c) Thereafter, on a continuing basis during the Term: (i) Portola shall disclose to Biogen Idec additional Portola Know-How and Joint Know-How (to the extent not already known to Biogen Idec) which comes in to existence from time to time, and perform other technology transfer activities as set forth in this Agreement; and (ii) Biogen Idec shall disclose to Portola the Biogen Idec Know-How (Plan to the extent necessary or reasonably useful for Portola to perform its obligations under this Agreementthe Development or Commercialization of the Licensed Compound or the Licensed Product in the PEI Territory, and (B) and Joint any MERRIMACK Know-How not specified in the Development Plan that MERRIMACK reasonably believes to be necessary or useful for the Development or Commercialization of the Licensed Compound or the Licensed Product in the PEI Territory. In particular, MERRIMACK shall during such period disclose or make available to PEI all material data and information under MERRIMACK’s Control, regarding the Licensed Compound, Licensed Product and MERRIMACK Know-How, all the foregoing as may be necessary or useful for the Development or Commercialization of the Licensed Compound or the Licensed Product in the PEI Territory. (ii) Without limiting the obligations under Section 4.2(d), beginning with the Calendar Quarter in which the Effective Date occurs and continuing thereafter [**] during the Term and more frequently as mutually agreed by the Parties, PEI (consistent with its applicable confidential disclosure obligations to Third Parties, if any) shall disclose to MERRIMACK (A) all PEI Know-How specified in the Development Plan to the extent necessary or useful for the Development or Commercialization of the Licensed Compound or the Licensed Product outside the PEI Territory, and (B) any PEI Know-How not already known specified in the Development Plan that PEI reasonably believes to Portola)be necessary or useful for the Development or Commercialization of the Licensed Compound or the Licensed Product outside the PEI Territory. Each Party In particular, PEI shall bear its own internal during such period disclose or make available to MERRIMACK all material data and out-of-pocket costs incurred in connection with such subsequent transfer of information under PEI’s Control, regarding the Licensed Compound, Licensed Product and PEI Know-How, all the foregoing as may be necessary or useful for the Development or Commercialization of the Licensed Compound or the Licensed Product outside the PEI Territory.

Disclosure of Know-How. (a) After Commencing fifteen (15) days after the Effective Date execution of this agreement, the Seller will make full disclosure of its Know-how to such of the Manufacturer's technical personnel as the Manufacturer may designate. The Seller shall promptly inform the Manufacturer of any Know-how thereafter acquired by the Seller and pursuant shall disclose any Know How necessary to manufacture Products requested by Seller to the Transition Plan (as defined in Section 4.1(b)), Portola Manufacturer's technical personnel. The Manufacturer's personnel shall disclose be entitled to Biogen Idec make and retain such notes and memoranda and such copies of papers relating to the Portola Seller's Know-How pertaining how as may be appropriate to enable the formulation, Manufacture and Development of the Lead Compound and the Product containing Manufacturer to utilize such Lead Compound that is subject to the ongoing Development by Portola as of the Effective Date. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Know-how in the manufacture of Products for Seller. Such Know How under shall not be used to manufacture products for anyone other than the Transition PlanSeller. (b) In additionThe Seller also agrees, as soon as practicable after the Effective Date and as directed if/when requested by the JSCManufacturer, Portola shall use Commercially Reasonable Efforts to disclose provide instruction to Biogen Idec all material Portola Know-How Manufacturer's personnel in the appropriate methods and other material data, information and documents known to Portola (excluding only such information where a confidentiality obligation to a Third Party precludes such disclosure and Portola has made reasonable efforts to secure permission from such Third Party to disclose such information to Biogen Idec hereunder) which may be necessary or reasonably useful to Biogen Idec to Develop, Manufacture, or commercialize the Collaboration Compounds and/or Products. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Know-How. [*] = 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 techniques for manufacturing of the Securities Act of 1933, as amendedProducts. (c) Thereafter, on a continuing basis during All disclosures and instruction shall be made or given by the Term: Seller without cost to the Manufacturer. (id) Portola shall disclose to Biogen Idec additional Portola All disclosures of the Seller's Know-How how shall be deemed to have been made in confidence and Joint Knowshall be held confidential by the Manufacturer and shall not be disclosed to others. This obligation of non-How (disclosure shall not apply to information which at the extent not time of the Seller's disclosure is already known to Biogen Idec) the Manufacturer, or is rightfully obtained from a third party without obligation of confidence, or which comes in is freely available to existence from time to timethe public by publication or otherwise, and perform other technology transfer activities as set forth shall remain in force and effect for the term of this Agreement; agreement and for a period of two (ii2) Biogen Idec shall disclose to Portola the Biogen Idec Know-How years thereafter CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH SIX ASTERISKS (to the extent necessary or reasonably useful for Portola to perform its obligations under this Agreement) and Joint Know-How (to the extent not already known to Portola“******”). Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such subsequent transfer of Know-HowA COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Disclosure of Know-How. (a) After the Effective Date and pursuant For as long as Otsuka is conducting any Agreed Development or any Otsuka Territory Additional Development hereunder, to the Transition Plan extent in the Control of Aurinia, Aurinia shall disclose and make available to Otsuka, in its original form (as defined or where available, in Section 4.1(b)electronic form), Portola shall disclose to Biogen Idec the Portola without translation, all such Aurinia Know-How pertaining necessary or reasonably useful for such Development (i) that was not previously provided to Otsuka, promptly after the formulationEffective Date, Manufacture and (ii) for the first six months following the Effective Date, promptly after the generation, receipt, development or making of such Aurinia Know-How; and (iii) that comes into existence more than six months after the Effective Date, promptly upon request by Otsuka. (b) For as long as Otsuka is conducting any Agreed Development or any Otsuka Territory Additional Development hereunder, Otsuka shall and shall cause its Affiliates to, at no cost to Aurinia, disclose and make available to Aurinia, in its original form (or in electronic form where available), without translation, any Otsuka Know-How necessary or reasonably useful for Aurinia’s Development of the Lead Compound Product in the Aurinia Territory and Aurinia Domain Products worldwide (i) for the first six months following the Effective Date, promptly after the generation, receipt, development or making of such Otsuka Know-How, and (ii) that comes into existence more than six months after the Effective Date, promptly upon request by Aurinia. (c) Each of the Europe JCC and the Japan JCC shall establish a mechanism for the reciprocal disclosure of Know-How within its respective area of responsibility. (d) Except for Agreed Development and as otherwise set out in this Agreement, nothing in this Section 2.7 obliges Aurinia to disclose to Otsuka any Voclosporin Manufacturing Trade Secrets or any Know-How arising from development of any Product containing such Lead Compound that is subject to the ongoing Development or Aurinia Domain Product by Portola or on behalf of Aurinia. For clarity, as of the Effective Date. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola , Know-How under the Transition Plan. (b) In addition, as soon as practicable after the Effective Date and as directed by the JSC, Portola shall use Commercially Reasonable Efforts to disclose to Biogen Idec all material Portola arising from Agreed Development may be Aurinia Know-How and other material datafor the purposes of this Section 2.7. However, information and documents known to Portola (excluding only such information where a confidentiality obligation to a Third Party precludes such disclosure and Portola has made reasonable efforts to secure permission from such Third Party to disclose such information to Biogen Idec hereunder) which may be necessary or reasonably useful to Biogen Idec to Develop, Manufacture, or commercialize the Collaboration Compounds and/or Products. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Know-How. [*] = 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. (c) Thereafter, on a continuing basis during the Term: (i) Portola shall disclose to Biogen Idec additional Portola Know-How and Joint Know-How (to the extent not already known to Biogen Idec) which comes in to existence from time to time, and perform other technology transfer activities as set forth in this Agreement; and (ii) Biogen Idec shall disclose to Portola the Biogen Idec Know-How (except to the extent necessary or reasonably useful for Portola Otsuka to perform its obligations activities under this Agreement) Agreement and Joint subject to Section 4.2(e)(iii), Otsuka does not obtain rights to exploit the Know-How (arising from Global Additional Development unless the Parties have agreed to pursue it together as contemplated by Section 4.2(e)(i); or agreed on a regulatory milestone in accordance with Section 4.2(c) or agreed on the extent not already known payment to Portola). Each Party shall bear its own internal and out-of-pocket costs incurred be made by Otsuka in connection with its opt-in right in accordance with Section 4.2(e)(iii) and covenants to limit the use same pursuant to such subsequent transfer Section 4.2(e)(iii). (e) Except as expressly set out in this Agreement, nothing in this Agreement will oblige Aurinia to create any new materials or documentation (i.e., requiring additional analysis, formatting, or other efforts not previously performed) or deliver any materials or documentation that is not in the Control of Know-HowAurinia.

Disclosure of Know-How. (a) After 3.9.1. Promptly following Allergan’s exercise of an Option, and thereafter at least once per Calendar Quarter or otherwise upon Allergan’s request, Exicure shall, and shall cause its Affiliates to, without additional compensation, disclose and make available to Allergan, in electronic form or hard-copy, as Allergan may reasonably request, copies of the Effective Date and pursuant to physical embodiments of the Transition Plan (as defined in Section 4.1(b)), Portola shall disclose to Biogen Idec the Portola Exicure Know-How pertaining and Joint Collaboration Know-How, including all clinical and non-clinical data, summaries of data, research, analyses and other information, in each case, relating to the formulationapplicable Compounds or Licensed Products, Manufacture and Development any other information claimed or covered by any Exicure Patent or Joint Collaboration Patent or otherwise relating to any of the Lead applicable Compound and THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. or Licensed Product or the Product containing such Lead Compound Exploitation thereof, in each case that is subject to the ongoing Development by Portola are in Exicure’s possession or control as of the Effective Datedate of Allergan’s request. 3.9.2. Each Party shall bear Exicure, at its own internal cost and expense, shall provide Allergan with all reasonable assistance required in order to transfer to Allergan the applicable Exicure Know-How, Joint Collaboration Know-How, and other information required to be produced pursuant to Section 3.9.1 above, in each case, in a timely manner, provided that Allergan will reimburse Exicure for all reasonable out-of-pocket costs expenses incurred by Exicure and its Affiliates in connection with providing such transfer assistance. Without limiting the foregoing, Exicure shall make available to Allergan, including at Allergan’s facilities, those of Portola Know-How under Exicure’s representatives as Allergan may reasonably request for purposes of transferring the Transition Plan. (b) In addition, as soon as practicable after the Effective Date and as directed by the JSC, Portola shall use Commercially Reasonable Efforts to disclose to Biogen Idec all material Portola Know-How and other material data, information and documents known to Portola (excluding only such information where a confidentiality obligation to a Third Party precludes such disclosure and Portola has made reasonable efforts to secure permission from such Third Party to disclose such information to Biogen Idec hereunder) which may be necessary or reasonably useful to Biogen Idec to Develop, Manufacture, or commercialize the Collaboration Compounds and/or Products. Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such transfer of Portola Exicure Know-How. [*] = Certain confidential , Joint Collaboration Know-How, or other information contained in this documentto Allergan or for purposes of Allergan acquiring expertise on the practical application of such information or assisting on issues arising during such Exploitation and, marked by bracketsupon Allergan’s reasonable request, has been omitted and filed separately shall reasonably assist Allergan with the Securities and Exchange Commission pursuant respect to Rule 406 its Exploitation of the Securities Act of 1933, as amended. (c) Thereafter, on a continuing basis during the Term: (i) Portola shall disclose to Biogen Idec additional Portola Know-How and Joint Know-How (to the extent not already known to Biogen Idec) which comes in to existence from time to time, and perform other technology transfer activities as set forth in this Agreement; and (ii) Biogen Idec shall disclose to Portola the Biogen Idec Know-How (to the extent necessary or reasonably useful for Portola to perform its obligations Licensed Products under this Agreement) and Joint Know-How (to the extent not already known to Portola). Each Party shall bear its own internal and out-of-pocket costs incurred in connection with such subsequent transfer of Know-How.