Common use of Duty of Confidence Clause in Contracts

Duty of Confidence. All Confidential Information disclosed or made available by a Party or its Affiliates to the other Party will be maintained in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Party shall hold as confidential such Confidential Information of the other Party and its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information, but no less than a reasonable standard of care. A recipient Party may disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient Party and its Affiliates and sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. All (a) Subject to the other provisions of this Article 11, all Confidential Information disclosed or made available by a Party or its Affiliates to under this Agreement and/or the other Party Option Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine Party and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the any such Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Subject to the other provisions of this Article 11, the recipient Party and its Affiliates shall hold as confidential such Confidential Information of the other Party and or its Affiliates in the same manner and with the same protection (in no case less than reasonable care) as such recipient Party maintains its own confidential information. Subject to the other provisions of this Article 11, but no less than a reasonable standard of care. A recipient Party may only disclose Confidential Information of the other Party and to: (i) its Affiliates to and sublicensees; and (ii) employees, agents, contractors, consultants and advisers of the recipient Party and its Affiliates and sublicensees sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement, and, in the case of Quark, pursuant to Quark’s retained rights hereunder; provided that such persons and entities Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (b) With respect to Quark’s obligations under this Article 11, all Quark Know-How and Joint Know-How shall be considered Confidential Information of Novartis and Quark shall maintain in confidence and otherwise safeguard such Quark Know-How and Joint Know-How as such in accordance with this Article 11 (it being understood that the exceptions in sub-Sections 11.2(b) and (c) shall not apply to Quark with respect to Quark Know-How or Joint Know-How), provided that Quark may use Quark Know-How and Joint Know-How for those matters undertaken pursuant to its retained rights hereunder.

Duty of Confidence. All Subject to the other provisions of this Article 11: (a) all Confidential Information disclosed or made available by a Party (the “Disclosing Party”) or its Affiliates to the other Party will under this Agreement shall be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a”) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Party shall hold as confidential such Confidential Information of the other Party and its Affiliates in the same manner and with the same protection as such recipient Receiving Party maintains its own confidential information; for clarity, the Miragen Know-How and Servier Know-How shall be deemed the Confidential Information of both Parties, with each Party having the obligations of the Receiving Party set forth in this Article 11 (but no less than a reasonable standard not having the right to be exempted from such obligations on account of care. A recipient Section 11.2(a)); (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; (c) the Receiving Party may disclose Confidential Information of the other Party and to: (i) its Affiliates to and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the recipient Receiving Party and its Affiliates and sublicensees sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement; and [*] = 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. (d) the confidentiality and non-use obligations set forth herein shall remain in force during the Term and for a period of [*] years thereafter, except that Servier’s confidentiality and non-use obligations (i) with respect to any Miragen Confidential Information that is Confidential Information of Santaris (as defined in the Santaris Agreement) shall remain in force indefinitely, except to the extent that such Information was disclosed by Santaris pursuant to the Confidentiality Agreement among Santaris, Miragen and Servier, dated June 27, 2011 (the “Three-Way CDA”) and Servier’s confidentiality obligations pursuant to the Three-Way CDA have expired, and (ii) with respect to any Miragen Confidential Information that is Confidential Information of University of North Carolina at Chapel Hill or University of Texas System (as defined in the UNC Agreement or UT Southwestern Agreements, as applicable) shall remain in force during the term of the UNC Agreement or UT Southwestern Agreements, as applicable, and for a period of [*] years thereafter.

Duty of Confidence. All Subject to the other provisions of this Article 13 (Confidentiality; Publication): (a) all Confidential Information disclosed or made available by a Party (the “Disclosing Party”) or its Affiliates to the other Party will under this Agreement shall be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party. For clarification”), all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Party shall hold as confidential such Confidential Information of the other Party and its Affiliates in the same manner and with the same protection as such recipient Receiving Party maintains its own confidential information, but no less than a reasonable standard ; (b) the Receiving Party may only use any such Confidential Information for the purposes of care. A recipient performing its obligations or exercising its rights under this Agreement; (c) the Receiving Party may disclose Confidential Information of the other Party and to: (i) its Affiliates to and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the recipient Receiving Party and its Affiliates and sublicensees sublicensees, (iii) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality of of, and non-use obligations in respect of, the 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 that such Persons are bound to maintain the confidentiality of, and non-use obligations in respect of, the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement, provided that the duration may be shorter if consistent with applicable industry norms.

Duty of Confidence. All Confidential Information disclosed or made available by a Party or its Affiliates Subject to the other provisions of this Article 10: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party will (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded safeguarded, and not published or otherwise disclosed, by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party (the “Receiving Party”) and its Affiliates for the purposes of this Agreement Term and pursuant to [***] years thereafter; (b) the rights granted to the recipient Receiving Party under this Agreement. Each Party shall hold as confidential such may only use any Confidential Information of the other Disclosing Party and to the extent reasonably necessary to perform its Affiliates in the same manner and with the same protection as such recipient Party maintains obligations or exercise its own confidential information, but no less than rights under this Agreement; and (c) a reasonable standard of care. A recipient Receiving Party may disclose Confidential Information of the other Disclosing Party to: (i) such Receiving Party’s Affiliates, licensees and its Affiliates to sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers advisors of the recipient Receiving Party and its Affiliates and sublicensees (collectively, “Representatives”), in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, to perform its obligations or exercise its rights under this Agreement; provided that such persons and entities 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; provided that each Party shall remain responsible for any failure by its Affiliates, licensees and sublicensees, and its and its Affiliates’ and licensees’ and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 10.1 (as if such Affiliates, licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 10.1).

Duty of Confidence. All Confidential Information disclosed or made available by a Party or its Affiliates Subject to the other provisions of this Article 10: THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 31 (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party will (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded safeguarded, and not published or otherwise disclosed, by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party (the “Receiving Party”) and its Affiliates for the purposes of this Agreement Term and pursuant to [***] years thereafter; (b) the rights granted to the recipient Receiving Party under this Agreement. Each Party shall hold as confidential such may only use any Confidential Information of the other Disclosing Party and to the extent reasonably necessary to perform its Affiliates in the same manner and with the same protection as such recipient Party maintains obligations or exercise its own confidential information, but no less than rights under this Agreement; and (c) a reasonable standard of care. A recipient Receiving Party may disclose Confidential Information of the other Disclosing Party to: (i) such Receiving Party’s Affiliates, licensees and its Affiliates to sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers advisors of the recipient Receiving Party and its Affiliates and sublicensees (collectively, “Representatives”), in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, to perform its obligations or exercise its rights under this Agreement; provided that such persons and entities 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; provided that each Party shall remain responsible for any failure by its Affiliates, licensees and sublicensees, and its and its Affiliates’ and licensees’ and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 10.1 (as if such Affiliates, licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 10.1).

Duty of Confidence. All Confidential The Parties acknowledge and agree that the Licensed IP and Manufacturing Technology will be deemed to be the confidential and proprietary information of the Purchaser on and after the Effective Date and shall be deemed to be Information disclosed or made available by a Party or its Affiliates of Purchaser for purposes of this Clause 17. Subject to the other Party provisions of this Clause 17, all Information will be maintained by the Parties in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Each Party may only use the Confidential Information of the other Party and its Affiliates strictly for the purposes of this License Agreement and pursuant to the rights granted to the recipient and obligations of such Party under this License Agreement. Each Subject to the other provisions of this Clause 17, each Party shall hold as confidential such Confidential Information of the other Party and or its Affiliates (in the case of Novartis, where Affiliates of Novartis disclose information) in the same manner and with the same protection as such recipient Party maintains its own confidential information. Subject to the other provisions of this Clause 17, but no less than a reasonable standard of care. A recipient Party may only disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient such Party and in the case of Novartis, Novartis may also disclose to its Affiliates and their employees, agents and contractors, and in the case of the Questcor Parties, the Questcor Parties may also disclose to its authorized sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this License Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this License Agreement. Notwithstanding anything to the contrary, however, the Parties acknowledge and agree that certain Licensed IP and Manufacturing Technology have been licensed to a Third Party for use outside the Territory prior to the Effective Date. Novartis’ disclosure and/or use of Novartis’ Information and the Licensed IP and Manufacturing Technology pursuant to the terms of written agreements entered into prior to the date hereof with such Third Party shall not be a breach or violation of the terms of this Clause 17.

Duty of Confidence. All (a) Subject to the other provisions of this Article 11, all Confidential Information disclosed or made available by a Party or its Affiliates to the other Party under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine Party and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the any such Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Subject to the other provisions of this Article 11, the recipient Party and its Affiliates shall hold as confidential such Confidential Information of the other Party and or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information. Subject to the other provisions of this Article 11 and Article 13, but no less than a reasonable standard of care. A recipient Party may only disclose Confidential Information of the other Party and to: (i) its Affiliates to and Sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the recipient Party and its Affiliates and sublicensees Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. (b) Subject to Section 11.3 below, Array shall maintain in confidence and otherwise safeguard all Array Know-How to the extent such Know-How is of confidential and proprietary nature, and each Party shall maintain in confidence and otherwise safeguard all Joint Know-How to the extent such Joint Know-How is of confidential and proprietary nature. The foregoing shall not preclude a Party from disclosing its own Know-How or Joint Know-How for purposes outside the scope of the exclusive licenses granted to the other Party under this Agreement.

Duty of Confidence. All Confidential Information disclosed or made available by a Party or its Affiliates to the other Party will be maintained in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything information regarding Joint Patents shall be deemed to be the contrary in Section 12.2Confidential Information of both Parties, Intellikine with both Parties deemed to be recipient Parties and its Affiliates may not rely on Sections 12.2(bdisclosing Parties; (b) or (d) Joint Know-How shall be the Confidential Information of both Parties, with respect both Parties deemed to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a)be recipient Parties and disclosing Parties; and (bc) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Each Party shall hold as confidential such Confidential Information of the other Party and its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information, but no less than a reasonable standard of care. A recipient Party may disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient Party and its Affiliates and sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Duty of Confidence. All Subject to the other provisions of this Article 10 (Confidentiality; Publication): (a) all Confidential Information disclosed or made available by a Party (the “Disclosing Party”) or its Affiliates to the other Party under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a”) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(abut in no event less than reasonable care); and 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. (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Receiving Party may only use the any such Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the performing its obligations or exercising its rights granted to the recipient Party under this Agreement. Each Party shall hold as confidential such Confidential Information of ; and (c) the other Party and its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information, but no less than a reasonable standard of care. A recipient Receiving Party may disclose Confidential Information of the other Disclosing Party only to: (i) the Receiving Party’s Affiliates and, in the case of Roivant as the Receiving Party, its Sublicensees; and its Affiliates to (ii) employees, directors, agents, contractors, consultants and advisers of the recipient Receiving Party and its Affiliates and sublicensees and, in the case of Roivant as the Receiving Party, Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided provided, that such persons and entities Persons are bound to maintain the confidentiality confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with the confidentiality provisions of this AgreementArticle 10 (Confidentiality; Publication).

Duty of Confidence. All Confidential Information disclosed or made available by a Party or its Affiliates Subject to the other provisions of this Article 10: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 31 (a) Except to the extent expressly authorized by this Agreement, all Confidential Information of a Party will (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded safeguarded, and not published or otherwise disclosed, by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Party may only use the Confidential Information of the other Party (the “Receiving Party”) and its Affiliates for the purposes of this Agreement Term and pursuant to [***] years thereafter; (b) the rights granted to the recipient Receiving Party under this Agreement. Each Party shall hold as confidential such may only use any Confidential Information of the other Disclosing Party and to the extent reasonably necessary to perform its Affiliates in the same manner and with the same protection as such recipient Party maintains obligations or exercise its own confidential information, but no less than rights under this Agreement; and (c) a reasonable standard of care. A recipient Receiving Party may disclose Confidential Information of the other Disclosing Party to: (i) such Receiving Party’s Affiliates, licensees and its Affiliates to sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers advisors of the recipient Receiving Party and its Affiliates and sublicensees (collectively, “Representatives”), in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, to perform its obligations or exercise its rights under this Agreement; provided that such persons and entities 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; provided that each Party shall remain responsible for any failure by its Affiliates, licensees and sublicensees, and its and its Affiliates’ and licensees’ and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information as required under this Section 10.1 (as if such Affiliates, licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the requirements of this Section 10.1).

Duty of Confidence. All Confidential The Parties acknowledge and agree that the Licensed IP and Manufacturing Technology will be deemed to be the confidential and proprietary information of the Purchaser on and after the Effective Date and shall be deemed to be Information disclosed or made available by a Party or its Affiliates of Purchaser for purposes of this Clause 19. Subject to the other Party provisions of this Clause 19, all Information will be maintained by the Parties in confidence and otherwise safeguarded by the recipient Party. For clarification, all Intellikine Intellectual Property shall be Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(a); and (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Each Party may only use the Confidential Information of the other Party and its Affiliates strictly for the purposes of this Agreement and pursuant to the rights granted to the recipient and obligations of such Party under this Agreement. Each Subject to the other provisions of this Clause 19, each Party shall hold as confidential such Confidential Information of the other Party and or its Affiliates (in the case of Novartis, where Affiliates of Novartis disclose information) in the same manner and with the same protection as such recipient Party maintains its own confidential information. Subject to the other provisions of this Clause 19, but no less than a reasonable standard of care. A recipient Party may only disclose Confidential Information of the other Party and its Affiliates to employees, agents, contractors, consultants and advisers of the recipient such Party and in the case of Novartis, Novartis may also disclose to its Affiliates and their employees, agents and contractors, and in the case of the Questcor Parties, the Questcor Parties may also disclose to its authorized sublicensees to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. Notwithstanding anything to the contrary, however, the Parties acknowledge and agree that certain Licensed IP and Manufacturing Technology have been licensed to a Third Party for use outside the Territory prior to the Signature Date. Novartis’ disclosure and/or use of Novartis’ Information and the Licensed IP and Manufacturing Technology pursuant to the terms of written agreements entered into prior to the date hereof with such Third Party shall not be a breach or violation of the terms of this Clause 19.

Duty of Confidence. All During the period beginning on the Effective Date and ending on the seventh (7th) anniversary of the end of the Term or, solely in the case of Confidential Information that constitutes a Trade Secret and is conspicuously labelled or marked as “trade secret” upon disclosure, for so long as the Confidential Information remains protected as a Trade Secret under Applicable Laws, subject to the other provisions of this Article 12: (a) all Confidential Information disclosed or made available by a Party or any of its Affiliates to (the other Party will “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party. For clarification, all Intellikine Intellectual Property shall be ”) using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information of Intellikine and all Infinity Intellectual Property shall be Confidential Information of Infinity; provided that (a) notwithstanding anything to the contrary but in Section 12.2, Intellikine and its Affiliates may not rely on Sections 12.2(b) or (d) with respect to the Intellikine Program Patents or any Inventions assigned to Infinity pursuant to Section 10.1(ano event less than reasonable care); and ; (b) Intellikine Know-How generated by or for Intellikine or Intellikine Program Affiliates, pursuant to and in accordance with the Original Agreement or this Agreement, which Know-How solely and specifically relates to Licensed Compounds and Products in the Field, shall be the Confidential Information of both Parties, with both Parties deemed to be recipient Parties and disclosing Parties. The recipient Receiving Party may only use the any such Confidential Information of the other Party and its Affiliates for the purposes of this Agreement and pursuant to the performing its obligations or exercising its rights granted to the recipient Party under this Agreement. Each ; (c) the Receiving Party shall hold as confidential may only disclose such Confidential Information of to: (i) the other Party and its Receiving Party’s Affiliates and, in the same manner case of Illumina as the Receiving Party, its Sublicensees; and with the same protection as such recipient Party maintains its own confidential information(ii) employees, but no less than a reasonable standard of care. A recipient Party may disclose Confidential Information of the other Party and its Affiliates to employeesdirectors, agents, contractors, consultants and advisers of the recipient Receiving Party and its Affiliates and sublicensees and, in the case of Illumina as the Receiving Party, Sublicensees; in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities Persons are bound to maintain the confidentiality confidentiality, and not to make any unauthorized use or disclosure, of such Confidential Information (or, in the case of the Confidential Information Receiving Party’s attorneys and independent accountants, such person is obligated by applicable professional or ethical obligations) in a manner consistent with this Article 12; and (d) the confidentiality provisions terms of this Agreement.Agreement shall be considered Confidential Information of both Illumina and SomaLogic (it being understood that both Illumina and SomaLogic shall be deemed to be the Disclosing Party with respect thereto and, except as otherwise provided in this Article 12, the