Common use of Duty of Confidence Clause in Contracts

Duty of Confidence. Subject to the other provisions of this Article 9: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafter; (b) the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) a Receiving Party may disclose Confidential Information of the Disclosing Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors and Sublicensees (with respect to Licensee); and (ii) employees, directors, agents, contractors, consultants and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee), in each case to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under this Agreement; provided that such Persons are bound by legally enforceable obligations to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee), and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 9.1 as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 9.1.

Duty of Confidence. Subject to the other provisions of this Article 9:12 (Confidentiality): (a) Except 12.1.1 except to the extent expressly authorized by this Agreement, the Receiving Party shall maintain in confidence and otherwise safeguard, and not publish or otherwise disclosed, all Confidential Information of a Party (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, ; 12.1.2 the Receiving Party will treat all Confidential Information provided by the other Disclosing Party, at a minimum, with the same degree of care as the Receiving Party (the “Receiving Party”) and uses for its Affiliates for the Term (or the earlier termination own similar information, but in no event less than a reasonable degree of this Agreement) and ten (10) years thereaftercare; (b) 12.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 12.1.4 a Receiving Party may only disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees, and Sublicensees (with respect to Licensee)Sublicensees; and (iib) employees, directors, officers, agents, contractors, consultants attorneys, accountants and advisors consultants, of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and Sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with Information, no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; and provided further , except that each the term of such obligation will be customary for such recipient of Confidential Information. Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and Sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, consultants, advisorsattorneys, accountants and contractors, in each case, to treat such Confidential Information as required under this Section 9.1 12.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors Persons were Parties directly bound to the requirements of this Section 9.112.1 (Duty of Confidence)); and 12.1.5 each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information. 12.1.6 The confidentiality, non-use, and non-disclosure obligations set forth in this Section 12.1 (Duty of Confidence) will be in full force and effect from the Effective Date until [***] after expiration or termination of this Agreement, provided that, with respect to any Know-How that is a trade secret and is identified as such by the Disclosing Party at the time of disclosure, the obligations of this Section 12.1 (Duty of Confidence) will continue for so long as such Know-How remains a trade secret.

Duty of Confidence. Subject to the other provisions of this Article 9: The Receiving Party will (a) Except to hold in confidence the extent expressly authorized by this Agreement, all Confidential Information of a the Disclosing Party (and refrain from disclosing the “Confidential Information of the Disclosing Party to any Third Party without the express written consent of the Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafter; (b) will safeguard the other Party’s Confidential Information using at least the same degree of care with which the Receiving Party may only holds its own confidential information (but in no event less than a reasonable degree of care), and (c) not use any the Confidential Information of the Disclosing Party for any purpose other than as expressly permitted under this Agreement. Without limiting the purposes of foregoing, neither Party will use the other Party’s Confidential Information for any purpose other than performing the Research Activities, its obligations under this Agreement or exercising its as otherwise expressly permitted under this Agreement, and will permit only those employees who have a need to know the other Party’s Confidential Information and who are similarly bound by confidentiality, non-disclosure and non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement to access such Confidential Information. Notwithstanding any provision to the contrary set forth in this Agreement, each Party may disclose the other Party’s Confidential Information to consultants, advisors, collaborators, Subcontractors, and sublicensees who have a need to know such information in order to perform obligations or exercise rights under this Agreement; and (c) a . The Receiving Party may disclose Confidential Information will use diligent efforts to cause the foregoing Persons to comply with the restrictions on use and disclosure set forth in this Section 9.2 (Duty of the Disclosing Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors and Sublicensees (with respect to Licensee); and (ii) employees, directors, agents, contractors, consultants and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to LicenseeConfidence), in each case to the extent reasonably necessary and will be responsible for the purposes of Receiving Party performing its obligations or exercising its rights under this Agreement; provided ensuring that such Persons are bound by legally enforceable obligations to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent accordance with this Article 9 (Confidentiality; Publication). The Receiving Party’s obligations under this Article 9 (Confidentiality; Publication) will continue throughout the confidentiality provisions Term and for five years following the termination or expiration of this Agreement; . The Confidentiality Agreement by and provided further that each Party shall remain responsible for any failure between Codiak and Sarepta dated January 24, 2019 (the “Confidentiality Agreement”) and the confidentiality and non-use provisions of the Evaluation Agreement are hereby superseded and replaced by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)this Agreement, and its all information disclosed pursuant to such Confidentiality Agreement and its Affiliates’, Third Party Licensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 9.1 as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors were Parties directly bound Evaluation Agreement prior to the requirements Effective Date will be protected and governed by this Article 9 (Confidentiality; Publication). Each Party will promptly notify the other Party of this Section 9.1any misuse or unauthorized disclosure of the other Party’s Confidential Information.

Duty of Confidence. Subject to the other provisions of this Article 96: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, safeguarded by the other recipient Party (the “Receiving Party”) ), in the same manner and with the same protection as such Receiving Party maintains its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafterown confidential information; (b) the Receiving Party may only use any such Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) a the Receiving Party may disclose Confidential Information of the Disclosing other Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors its Affiliates and Sublicensees (with respect to Licensee)sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisors advisers of the Receiving Party and its AffiliatesAffiliates and sublicensees, Third Party Licensees (with respect iii) to G1) such Party’s directors, attorneys, independent accountants or Subcontractors financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or Sublicensees (with respect financial advisors to Licensee)provide advice to such Party, in each case to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations to maintain the confidentiality of of, and non-use obligations in respect of, the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and (d) the Receiving Party may disclose Confidential Information of the other Party to actual or potential investors, acquirers, collaborators, licensees, sublicensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration or licensing or sublicensing arrangement in connection with the Receiving Party; provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect such Persons are bound to G1) or Sublicensees (with respect to Licensee)maintain the confidentiality of, and its and its Affiliates’non-use obligations in respect of, Third Party Licensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, agents, consultants, advisors, and contractors, to treat such the Confidential Information as required under this Section 9.1 as if such Affiliates, Third Party Licensees (in a manner consistent with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements confidentiality provisions of this Section 9.1.Agreement, provided that the duration may be shorter if consistent with applicable industry norms but in any event shall not be shorter than a period of [***]. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. EXECUTION VERSION Confidential

Duty of Confidence. Subject to the other provisions of this Article 9:12 (Confidentiality): (a) Except 12.1.1 except to the extent expressly authorized by this Agreement, the Receiving Party shall maintain in confidence and otherwise safeguard, and not publish or otherwise disclosed, all Confidential Information of a Party (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, ; 12.1.2 the Receiving Party will treat all Confidential Information provided by the other Disclosing Party, at a minimum, with the same degree of care as the Receiving Party (the “Receiving Party”) and uses for its Affiliates for the Term (or the earlier termination own similar information, but in no event less than a reasonable degree of this Agreement) and ten (10) years thereaftercare; (b) 12.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 12.1.4 a Receiving Party may only disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees, and Sublicensees (with respect to Licensee)Sublicensees; and (iib) employees, directors, officers, agents, contractors, consultants attorneys, accountants and advisors consultants, of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and Sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with Information, no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; and provided further , except that each the term of such obligation will be customary for such recipient of Confidential Information. Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and Sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, consultants, advisorsattorneys, accountants and contractors, in each case, to treat such Confidential Information as required under this Section 9.1 12.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors Persons were Parties directly bound to the requirements of this Section 9.112.1 (Duty of Confidence)); and 12.1.5 each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information. 12.1.6 The confidentiality, non-use, and non-disclosure obligations set forth in this Section 12.1 (Duty of Confidence) will be in full force and effect from the Restatement Date until [***] after expiration or termination of this Agreement, provided that, with respect to any Know-How that is a trade secret and is identified as such by the Disclosing Party at the time of disclosure, the obligations of this Section 12.1 (Duty of Confidence) will continue for so long as such Know-How remains a trade secret.

Duty of Confidence. Subject to the other provisions of this Article 911: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, safeguarded by the other recipient Party (the “Receiving Party”) ), in the same manner and with the same protection as such Receiving Party maintains its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafterown confidential information; (b) the Receiving Party may only use any such Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) a the Receiving Party may disclose Confidential Information of the Disclosing other Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors its Affiliates and Sublicensees (with respect to Licensee)sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisors advisers of the Receiving Party and its AffiliatesAffiliates and sublicensees, Third Party Licensees (with respect iii) to G1) such Party’s directors, attorneys, independent accountants or Subcontractors financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or Sublicensees (with respect financial advisors to Licensee)provide advice to such Party, in each case to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons persons are bound by legally enforceable obligations to maintain the confidentiality of of, and non-use obligations in respect of, the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and (d) the Receiving Party may disclose Confidential Information of the other Party to actual or potential investors, acquirers, collaborators, licensees, sublicensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration or licensing or sublicensing arrangement in connection with the Receiving Party; provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect such persons are bound to G1) or Sublicensees (with respect to Licensee)maintain the confidentiality of, and its and its Affiliates’non-use obligations in respect of, Third Party Licensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, agents, consultants, advisors, and contractors, to treat such the Confidential Information as required under this Section 9.1 as if such Affiliates, Third Party Licensees (in a manner consistent with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements confidentiality provisions of this Section 9.1Agreement, provided that the duration may be shorter if consistent with applicable industry norms.

Duty of Confidence. Subject to the other provisions of this Article 9:9 (Confidentiality; Publication): (a) Except 9.1.1 except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall or its Affiliates will be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years for [*] thereafter; (b) 9.1.2 the Receiving Party will secure and protect all Confidential Information provided by the Disclosing Party with the same degree of care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care in light of the sensitivity of the Confidential Information in question; 9.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 9.1.4 a Receiving Party may disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees, Sublicensees, and Sublicensees (with respect to Licensee)Subcontractors; and (iib) employees, directors, officers, agents, contractors, consultants ​ consultants, attorneys, accountants, banks, investors, and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or licensees, Sublicensees, and Subcontractors or Sublicensees (with respect to Licensee), in each case ((a) and (b)), to the extent reasonably necessary for the purposes of of, and for those matters undertaken pursuant to, this Agreement or in connection with rendering advice or other services to the Receiving Party performing its obligations or exercising its rights under this AgreementParty; provided that such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with no less stringent than the confidentiality provisions and non-use obligations set forth in this Agreement or otherwise customary in light of this Agreement; and provided further that each the purposes for which such disclosure is being made. Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, Sublicensees, and Subcontractors, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, consultants, attorneys, accountants, banks, investors, advisors, and contractors, in each case, to treat such Confidential Information as required under this Section 9.1 (Duty of Confidence) as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, Sublicensees, Subcontractors, employees, directors, officers agents, consultants, advisors advisors, attorneys, accountants, banks, investors, and contractors were Parties directly bound to the requirements of this Section 9.1.9.1 (Duty of Confidence); and

Duty of Confidence. Subject to the other provisions of this Article 9: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term and seven (or the earlier termination of this Agreement) and ten (107) years thereafterthereafter except for Confidential Information related to trade secrets and know-how related to the Licensed Products and the Licensed Protein which shall be maintained in confidence and otherwise safeguarded in perpetuity in accordance with Applicable Laws; (b) the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) a the Receiving Party may disclose Confidential Information of the Disclosing Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee)sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisors advisers of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)Affiliates and sublicensees, in each case only to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees and sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or Sublicenseesand licensees’ (with respect to Licensee) and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 9.1 (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 9.1).

Duty of Confidence. Subject to the other provisions of this Article 96: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, safeguarded by the other recipient Party (the “Receiving Party”) ), in the same manner and with the same protection as such Receiving Party maintains its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafterown confidential information; (b) the Receiving Party may only use any such Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) a the Receiving Party may disclose Confidential Information of the Disclosing other Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors its Affiliates and Sublicensees (with respect to Licensee)sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisors advisers of the Receiving Party and its AffiliatesAffiliates and sublicensees, Third Party Licensees (with respect iii) to G1) such Party’s directors, attorneys, independent accountants or Subcontractors financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or Sublicensees (with respect financial advisors to Licensee)provide advice to such Party, in each case to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations to maintain the confidentiality of of, and non-use obligations in respect of, the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and (d) the Receiving Party may disclose Confidential Information of the other Party to actual or potential investors, acquirers, collaborators, licensees, sublicensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration or licensing or sublicensing arrangement in connection with the Receiving Party; provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect such Persons are bound to G1) or Sublicensees (with respect to Licensee)maintain the confidentiality of, and its and its Affiliates’non-use obligations in respect of, Third Party Licensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, agents, consultants, advisors, and contractors, to treat such the Confidential Information as required under this Section 9.1 as if such Affiliates, Third Party Licensees (in a manner consistent with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements confidentiality provisions of this Section 9.1.Agreement, provided that the duration may be shorter if consistent with applicable industry norms but in any event shall not be shorter than a period of [***]. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION VERSION Confidential

Duty of Confidence. Subject to the other provisions of this Article 9:11 (Confidentiality; Publication): (a) Except 11.1.1 except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall will be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) for 10 years thereafter; (b) 11.1.2 the Receiving Party will treat all Confidential Information provided by the Disclosing Party with the same degree of care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care; 11.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 11.1.4 a Receiving Party may disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee)Sublicensees; and (iib) employees, directors, officers, agents, contractors, consultants consultants, attorneys, accountants, banks, investors, and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and Sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; and provided further that each . Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and Sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors, and contractorsin each case, to treat such Confidential Information as required under this Section 9.1 11.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, Sublicensees, employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors and contractors were Parties directly bound to the requirements of this Section 9.1.11.1 (Duty of Confidence)); and 11.1.5 each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information. ​ ​

Duty of Confidence. Subject to the other provisions of this Article 9: 12 (a) Except Confidentiality; Publication), except to the extent expressly authorized by this Agreement, all during the Term and for 10 years thereafter, the Receiving Party will (a) hold in confidence the Confidential Information of a the Disclosing Party (and refrain from disclosing the “Confidential Information of the Disclosing Party to any Third Party without the express written consent of the Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafter; (b) safeguard the other Party’s Confidential Information using at least the same degree of care with which the Receiving Party may only holds its own confidential information (but in no event less than a reasonable degree of care), and (c) not use any the Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights any purpose other than as expressly permitted under this Agreement; and (c) . Without limiting the foregoing, neither Party will use the other Party’s Confidential Information for any purpose other than performing activities pursuant to this Agreement and will permit only those employees who have a need to know the other Party’s Confidential Information and who are similarly bound by confidentiality, non-disclosure, and non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement to access such Confidential Information. Notwithstanding any provision to the contrary set forth in this Agreement, a Receiving Party may disclose Confidential Information of the Disclosing Party to: to (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee); Sublicensees, and (iib) employees, directors, officers, agents, contractors, consultants consultants, attorneys, accountants, banks, investors, and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and Sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations of confidentiality, non-disclosure, and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; and provided further that each . Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and Sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors, and contractorsin each case, to treat such Confidential Information as required under this Section 9.1 12.2 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, Sublicensees, employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors and contractors were Parties directly bound to the requirements of this Section 9.112.2 (Duty of Confidence)). That certain Mutual Confidentiality Agreement between Adaptimmune Limited and Galapagos NV effective March 20, 2023 (the “Confidentiality Agreement”) is, solely to the extent applicable to this Agreement, hereby superseded and replaced by this Agreement, and all information disclosed pursuant to such Confidentiality Agreement prior to the Effective Date will be protected and governed by this Article 12 (Confidentiality; Publication). Each Party will -43- ACTIVE/130546626.2 ​ ​ ​ promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information.

Duty of Confidence. Subject to the other provisions of this Article 912: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of disclosed by a Party or its Affiliates (the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, safeguarded by the other receiving Party and its Affiliates (the “Receiving Party”) ), in the same manner and with the same protection as such Receiving Party maintains its Affiliates own confidential information; provided that, solely for purposes of obligations under this Article 12, all Know-How generated under the Term (Research Program or the earlier Initial Development Program that relates to a Compound or Product will be treated as Neurocrine’s Confidential Information unless and until the termination (but not expiration) of this Agreement) Agreement in its entirety, for which Neurocrine is the Disclosing Party and ten (10) years thereafterXenon the Receiving Party; (b) the Receiving Party may only use any such Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) a the Receiving Party may disclose Confidential Information of the Disclosing other Party to: (i) such Receiving Party’s only to those of its and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors and Sublicensees (with respect to Licensee); and (ii) ’ employees, directors, agents, contractors, consultants and advisors advisers and, in the case of the Neurocrine as Receiving Party and Party, its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)sublicensees, in each case case, who have a need to the extent reasonably necessary know for the purposes of Receiving Party performing its obligations or of, and for those matters undertaken pursuant to, this Agreement (including exercising its rights under this Agreementand fulfilling obligations); provided that such Persons are bound by legally enforceable obligations no less stringent than those set forth herein to maintain the confidentiality of the Disclosing Party’s Confidential Information and to use the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and provided further that each and (d) if Confidential Information is jointly developed, neither Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee), and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, agents, consultants, advisors, and contractors, to treat may disclose such Confidential Information without the consent of the other Party, except as required under otherwise provided in this Section 9.1 as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 9.1Agreement.

Duty of Confidence. Subject to the other provisions of this Article 97: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of disclosed by a Party (the “Disclosing Party”) Party”)or its Affiliates under this Agreement shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, safeguarded by the other recipient Party (the “Receiving Party”) ), in the same manner and with the same protection as such Receiving Party maintains its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafterown confidential information; (b) the Receiving Party may only use any such Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) a the Receiving Party may disclose Confidential Information of the Disclosing other Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors its Affiliates and Sublicensees (with respect to Licensee)sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisors advisers of the Receiving Party and its AffiliatesAffiliates and sublicensees, Third Party Licensees (with respect iii) to G1) such Party’s directors, attorneys, independent accountants or Subcontractors financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or Sublicensees (with respect financial advisors to Licensee)provide advice to such Party, in each case to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons persons are bound by legally enforceable obligations to maintain the confidentiality of of, and non-use obligations in respect of, the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and (d) the Receiving Party may disclose Confidential Information of the other Party to actual or potential investors, acquirers, collaborators, licensees, sublicensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration or licensing or sublicensing arrangement in connection with the Receiving Party; provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect such persons are bound to G1) or Sublicensees (with respect to Licensee)maintain the confidentiality of, and its and its Affiliates’non-use obligations in respect of, Third Party Licensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, agents, consultants, advisors, and contractors, to treat such the Confidential Information as required under this Section 9.1 as if such Affiliates, Third Party Licensees (in a manner consistent with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements confidentiality provisions of this Section 9.1Agreement, provided that the duration may be shorter if consistent with applicable industry norms.

Duty of Confidence. Subject to the other provisions of this Article 9:9 (Confidentiality; Publication): (a) Except 9.1.1 except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall will be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years for [***] thereafter; (b) 9.1.2 the Receiving Party will treat all Confidential Information provided by the Disclosing Party with the same degree of care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care; 9.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 9.1.4 a Receiving Party may disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees Controlled Affiliates and JT (with respect to G1Torii) or Subcontractors and Sublicensees Affiliates (with respect to LicenseeBioCryst), licensees, Sublicensees, and Subcontractors; and (iib) employees, directors, officers, agents, contractors, consultants consultants, attorneys, accountants, banks, investors, and advisors of the Receiving Party and its Affiliates, Third Party Licensees Controlled Affiliates and JT (with respect to G1Torii) or Subcontractors or Sublicensees Affiliates (with respect to LicenseeBioCryst), licensees, Sublicensees, and Subcontractors in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; and provided further that each . Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees Controlled Affiliates and JT (with respect to G1Torii) or Sublicensees Affiliates (with respect to LicenseeBioCryst), licensees, Sublicensees, and Subcontractors, and its and its Affiliates’, Third Party Licensees’ Controlled Affiliates and JT (with respect to G1Torii) or its Affiliates’(with respect to BioCryst), licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, consultants, attorneys, accountants, banks, investors, advisors, and contractors, in each case, to treat such Confidential Information as required under this Section 9.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees Controlled Affiliates and JT (with respect to G1) or Sublicensees Torii), Affiliates (with respect to Licensee) BioCryst), licensees, Sublicensees, Subcontractors, employees, directors, officers agents, consultants, advisors advisors, attorneys, accountants, banks, investors, and contractors were Parties directly bound to the requirements of this Section 9.1.9.1 (Duty of Confidence)); and

Duty of Confidence. Subject to the other provisions of this Article 9:11 (Confidentiality; Publication): (a) Except 11.1.1 except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall will be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years for [****] thereafter; (b) 11.1.2 the Receiving Party will treat all Confidential Information provided by the Disclosing Party with the same degree of care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care; 11.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 11.1.4 a Receiving Party may disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee)Sublicensees; and (iib) employees, directors, officers, agents, contractors, consultants consultants, attorneys, accountants, banks, investors, and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and Sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; and provided further that each . Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and Sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, consultants, attorneys, accountants, banks, investors, advisors, and contractors, in each case, to treat such Confidential Information as required under this Section 9.1 11.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, Sublicensees, employees, directors, officers agents, consultants, advisors advisors, attorneys, accountants, banks, investors, and contractors were Parties directly bound to the requirements of this Section 9.111.1 (Duty of Confidence)); and 11.1.5 each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information.

Duty of Confidence. Subject to the other provisions of this Article 9:XIII (Confidentiality): (a) Except 13.1.1 except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall will be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years for [**] thereafter; (b) 13.1.2 the Receiving Party will treat all Confidential Information provided by the Disclosing Party at a minimum, with the same degree of care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care; 13.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 13.1.4 a Receiving Party may disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee)sublicensees; and (iib) employees, directors, officers, agents, contractors, consultants consultants, attorneys, accountants, banks, investors, and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons persons or entities are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; and provided further that each . Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and sublicensees, and its and its Affiliates’, Third Party Licenseeslicensees’, and sublicensees’ (with respect to G1) or Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors, and contractorsin each case, to treat such Confidential Information as required under this Section 9.1 13.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, sublicensees, employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors and contractors were Parties directly bound to the requirements of this Section 9.113.1 (Duty of Confidence)); and 13.1.5 each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information.

Duty of Confidence. Subject to the other provisions of this Article 9:12 (Confidentiality): (a) Except 12.1.1 except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall will be maintained in confidence and otherwise safeguarded, and not published or otherwise discloseddisclosed to any Third Party without the Disclosing Party’s prior written consent, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years thereafterAffiliates; (b) 12.1.2 the Receiving Party will treat all Confidential Information provided by the Disclosing Party, at a minimum, with the same degree of care as the Receiving Party uses for its own proprietary information of a similar nature, but in no event less than a reasonable degree of care; 12.1.3 the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 12.1.4 a Receiving Party may disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors and Sublicensees (with respect to Licensee)potential and actual licensees and Sublicensees; and (iib) employees, directors, officers, agents, contractors, consultants consultants, attorneys, accountants, potential or actual investors solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration, and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and Sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under this Agreement; provided that (x) such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with Information, or subject to professional ethical obligations of confidentiality, no less stringent than the confidentiality provisions of and non-use obligations set forth in this Agreement; , except that the term of such obligation will be customary for such recipient of Confidential Information and provided further that (y) each Party shall remain remains responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and Sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, contractors, consultants, attorneys, accountants, investors and advisors, and contractorsin each case, to treat such Confidential Information as required under this Section 9.1 12.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) employees, directors, agents, consultants, advisors and contractors Persons were Parties directly bound to the requirements of this Section 9.112.1 (Duty of Confidence)); and 12.1.5 each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information. The confidentiality, non-use, and non-disclosure obligations set forth in this Section 12.1 (Duty of Confidence) will be in full force and effect from the Effective Date until [***] after expiration or termination of this Agreement, provided that, with respect to any Know-How that is a trade secret and is identified as such by the Disclosing Party at the time of disclosure, the obligations of this Section 12.1 (Duty of Confidence) will continue for so long as such Know-How remains a trade secret.

Duty of Confidence. Subject to the other provisions of this Article 911: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) years [***] thereafter; (b) the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) a Receiving Party may disclose Confidential Information of the Disclosing Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee)sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)Affiliates and sublicensees, in each case to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees and sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or Sublicenseesand licensees’ (with respect to Licensee) and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 9.1 11.1 (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 9.111.1).

Duty of Confidence. Subject to the other provisions of this Article 9: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term and seven (or the earlier termination of this Agreement) and ten (107) years thereafterthereafter except for Confidential Information related to trade secrets and know-how related to the Licensed Products and the Licensed Protein which shall be maintained in confidence and otherwise safeguarded in perpetuity in accordance with Applicable Laws; (b) the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) a the Receiving Party may disclose Confidential Information of the Disclosing Party to: (i) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee)sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisors advisers of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)Affiliates and sublicensees, in each case only to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and provided further that each Party shall remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees and sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or Sublicenseesand licensees’ (with respect to Licensee) and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 9.1 (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 9.1). [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Duty of Confidence. Subject to the other provisions of this Article 9:11 (Confidentiality; Publication): (a) Except 11.1.1. except to the extent expressly authorized by this Agreement, all Confidential Information of a Party (the “Disclosing Party”) shall will be maintained in confidence and otherwise safeguarded, and not published or otherwise disclosed, by the other Party (the “Receiving Party”) and its Affiliates for the Term (or the earlier termination of this Agreement) and ten (10) for [***] years thereafter; (b) 11.1.2. the Receiving Party will treat all Confidential Information provided by the Disclosing Party at a minimum, with the same degree of care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care; 11.1.3. the Receiving Party may only use any Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) 11.1.4. a Receiving Party may disclose Confidential Information of the Disclosing Party to: (ia) such Receiving Party’s Affiliates, Third Party Licensees (with respect to G1) or Subcontractors licensees and Sublicensees (with respect to Licensee)Sublicensees; and (iib) employees, directors, officers, agents, contractors, consultants consultants, attorneys, accountants, banks, investors, and advisors of the Receiving Party and its Affiliates, Third Party Licensees (with respect to G1) or Subcontractors or Sublicensees (with respect to Licensee)licensees, and Sublicensees, in each case ((a) and (b)), to the extent reasonably necessary for the purposes of Receiving Party performing its obligations or exercising its rights under of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound by legally enforceable obligations of confidentiality and non-use with respect to maintain the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with no less stringent than the confidentiality provisions of and non-use ​ ​ obligations set forth in this Agreement; and provided further that each . Each Party shall will remain responsible for any failure by its Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee)licensees, and Sublicensees, and its and its Affiliates’, Third Party Licensees’ (with respect to G1) or licensees’, and Sublicensees’ (with respect to Licensee) respective employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors, and contractorsin each case, to treat such Confidential Information as required under this Section 9.1 11.1 (Duty of Confidence) (as if such Affiliates, Third Party Licensees (with respect to G1) or Sublicensees (with respect to Licensee) licensees, Sublicensees, employees, directors, officers, agents, contractors, consultants, attorneys, accountants, banks, investors, and advisors and contractors were Parties directly bound to the requirements of this Section 9.111.1 (Duty of Confidence)); and 11.1.5. each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information.