Common use of Duty of Confidence Clause in Contracts

Duty of Confidence. Subject to the other provisions of this Article 6: (a) all Confidential Information disclosed by or on behalf of a Party or its Affiliates (“Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded by the recipient Party and its Affiliates (“Receiving Party”), in the same manner and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protection; (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; and (c) the Receiving Party may disclose Confidential Information of the other Party to: (i) its Affiliates and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Party and its Affiliates, licensees and 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 are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that BRI may not disclose any Confidential Information of Ultragenyx to [***] or any other licensee or sublicensee of the Compound and/or Product in the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges that, pursuant to the [***] Option as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and information regarding regulatory submissions in the Licensed Territories to [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do so.

Duty of Confidence. Subject to the other provisions of this Article 6: 11: (a) all Confidential Information disclosed by or on behalf of a Party or any of its Affiliates (the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded by the recipient other Party and its Affiliates (the “Receiving Party”), in the same manner and with the same protection protections as such the Receiving Party maintains its own confidential information, but at least in no event with less than a reasonable protection; standard of care; (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 and (c) the Receiving Party may only disclose Confidential Information of the other Disclosing Party to: (i) its Affiliates Affiliates, licensees and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its Affiliates, licensees Affiliates and sublicensees, in each case ((i) and (ii)), to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, of performing its obligations or exercising its rights under this Agreement; provided provided, that (x) such Persons are bound by legally enforceable obligations to maintain the confidentiality and limit the use of the Confidential Information in a manner consistent with the confidentiality and non-use provisions of this Agreement; and (y) the actions and inactions of any such Person shall, with respect to such Confidential Information, be deemed to be the actions and inactions of such Receiving Party for all purposes of this Agreement. Notwithstanding The confidentiality and non-use obligations hereunder shall remain in effect during the foregoingTerm and for a period of [**] thereafter, the Parties acknowledge and agree except that BRI may not disclose with respect to any Confidential Information of Ultragenyx to [***] or any other licensee or sublicensee of the Compound and/or Product in the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges thatthat constitutes a trade secret under Applicable Laws, pursuant to the [***] Option such obligations shall survive for as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and long as such information regarding regulatory submissions in the Licensed Territories to [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do soremains a trade secret under Applicable Laws.

Duty of Confidence. Subject to the other provisions of this Article 6:10 (Confidentiality; Publication): (a) all Confidential Information disclosed by or on behalf of a Party or its Affiliates (the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction its Affiliates under this Agreement prior to the execution of this Agreement, shall will be maintained in confidence and otherwise safeguarded by the recipient Party and its Affiliates (the “Receiving Party”), in ) and its Affiliates using at least the same manner and with standard of care as the same protection as such Receiving Party maintains uses to protect its own confidential information, proprietary or Confidential Information (but at least with in no event less than reasonable protectioncare for the industry); (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; and (c) the Receiving Party may disclose Confidential Information of the other Disclosing Party only to: (i) the Receiving Party’s Affiliates and, in the case of Sinovant as the Receiving Party, its Affiliates and sublicenseesSublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and, licensees and sublicenseesin the case of Sinovant 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 are bound in writing to maintain the confidentiality confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 10 (Confidentiality; Publication). Each Party shall be responsible for any breach of this Agreement by any Person to which Confidential Information of the confidentiality provisions other Party has been disclosed by or on behalf of such Party under this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that BRI may not disclose any Confidential Information of Ultragenyx to [***] or any other licensee or sublicensee of the Compound and/or Product in the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges that, pursuant to the [***] Option as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and information regarding regulatory submissions in the Licensed Territories to = [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do so.CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Duty of Confidence. Subject to the other provisions of this Article 610: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information disclosed by or on behalf of a Party or its Affiliates (the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded safeguarded, and not published or otherwise disclosed, by the recipient other Party and its Affiliates (the “Receiving Party”), in ) and its Affiliates for the same manner Term and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protection[***] thereafter; (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) the a Receiving Party may disclose Confidential Information of the other Disclosing Party to: (i) its Affiliates such Receiving Party’s Affiliates, licensees and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers advisors of the Receiving Party and its Affiliates, licensees Affiliates and 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 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. Notwithstanding the foregoing; provided that each Party shall remain responsible for any failure by its Affiliates, the Parties acknowledge licensees and agree that BRI may not disclose any sublicensees, and its and its Affiliates’ and licensees’ and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information of Ultragenyx to [***] or any other licensee or sublicensee of the Compound and/or Product in the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges thatas required under this Section 10.1 (as if such Affiliates, pursuant licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the [***] Option as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and information regarding regulatory submissions in the Licensed Territories to [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do so.requirements of this Section 10.1). CONFIDENTIAL EXECUTION

Duty of Confidence. Subject to the other provisions of this Article 6: (a) all Confidential Information disclosed by or on behalf of a Party or its Affiliates (““ Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded by the recipient Party and its Affiliates (“Receiving Party”), in the same manner and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protection; (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; and (c) the Receiving Party may disclose Confidential Information of the other Party to: (i) its Affiliates and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Party and its Affiliates, licensees and 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 are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that BRI may not disclose any Confidential Information of Ultragenyx to [***] or any other licensee or sublicensee of the Compound and/or Product in the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges that, pursuant to the [***] Option as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and information regarding regulatory submissions in the Licensed Territories to [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do so.

Duty of Confidence. Subject to the other provisions of this Article 6ARTICLE 9: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information disclosed by or on behalf of a Party or its Affiliates (the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded safeguarded, and not published or otherwise disclosed, by the recipient other Party and its Affiliates (the “Receiving Party”), in ) and its Affiliates for the same manner Term and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protectionfive (5) years thereafter; (b) the Receiving Party may only use any such Confidential Information for of the purposes of performing Disclosing Party to the extent necessary to perform its obligations or exercising exercise its rights under this Agreement; and (c) the a Receiving Party may disclose Confidential Information of the other Disclosing Party to: (i) its Affiliates such Receiving Party’s Affiliates, Licensees and sublicenseesSublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers advisors of the Receiving Party and its AffiliatesAffiliates and sublicensees (collectively, licensees and sublicensees“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 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. Notwithstanding the foregoing; and provided further that each Party shall remain responsible for any failure by its Affiliates, the Parties acknowledge licensees and agree that BRI may not disclose any sublicensees, and its and its Affiliates’ and licensees’ and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information of Ultragenyx to [***] or any other licensee or sublicensee of the Compound and/or Product in the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges thatas required under this Section 9.1 (as if such Affiliates, pursuant licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the [***] Option as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and information regarding regulatory submissions in the Licensed Territories to [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do sorequirements of this Section 9.1).

Duty of Confidence. Subject to the other provisions of this Article 612: (a) all Confidential Information disclosed by or on behalf of a Party or its Affiliates (the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction its Affiliates under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded by the recipient Party and its Affiliates (the “Receiving Party”), in the same manner and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protection; (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; and; (c) the Receiving Party may disclose Confidential Information of the other Party to: (i) its Affiliates and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its Affiliates, licensees Affiliates and 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 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. Notwithstanding ; and (d) the foregoing, the Parties acknowledge and agree that BRI Receiving Party may not disclose any Confidential Information of Ultragenyx the other Party to [***] actual or any potential investors, acquirers, collaborators, licensees, sublicensees and other licensee financial or sublicensee 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 Compound and/or Product in Receiving Party; provided that such persons are bound to maintain the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges that, pursuant to the [***] Option as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and information regarding regulatory submissions in the Licensed Territories to [***]confidentiality of, and non-use obligations in respect of, the Confidential Information in a manner consistent with respect to BRI Independent Studiesthe confidentiality provisions of this Agreement, shall require no consent from Ultragenyx to do soprovided that the duration may be shorter if consistent with applicable industry norms.

Duty of Confidence. Subject to the other provisions of this Article 6: (a) 12, all Confidential Information disclosed by or on behalf of a Party or its Affiliates (“Disclosing Party”) under or in connection with this Agreement, whether prior to, on or in after the course of contemplating a transaction under this Agreement prior to the execution of this AgreementEffective Date, shall be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use Information of the other Party for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article 12, each Party will hold as confidential such Information of the other Party or its Affiliates (“Receiving Party”), in the same manner and with the same protection as such Receiving recipient Party maintains its own confidential information, but at least with reasonable protection; (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; and (c) the Receiving . A recipient Party may disclose Confidential Information of the other Party to: (i) its Affiliates and sublicensees; and (ii) to employees, directors, agents, contractors, consultants and advisers advisor of the Party Party, its Affiliates and its Affiliates, licensees and sublicensees, in each case sublicenses to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, of this Agreement; , provided that such Persons persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. Notwithstanding the foregoing, (a) the Parties acknowledge terms of this Agreement and agree that BRI may not disclose any Confidential Information of Ultragenyx (b) Licensor Know-How related to [***] or any other licensee or sublicensee of the Compound and/or Licensed Product in the Option Field in the Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges thatthat is exclusively licensed to Licensee hereunder shall in each case ((a) and (b)) be deemed to be the Information of both Parties (and both Parties shall be deemed to be the receiving Party and the disclosing Party with respect thereto); provided that in the case of clause (b), pursuant (i) Licensor shall have the right to use and disclose (subject to customary confidentiality obligations) such Information outside the Territory or outside the Field consistent with its customary practices, and (ii) Licensee shall have the right to use and disclose such Information solely to the [***] Option as amended on February 22, 2012, BRI is extent required to disclose preclinical for Licensee’s exercise and clinical data performance of its rights and information regarding regulatory submissions in obligations under this Agreement or the Licensed Territories to [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do soSupply Agreement.

Duty of Confidence. Subject to the other provisions of this Article 610: (a) Except to the extent expressly authorized by this Agreement, all Confidential Information disclosed by or on behalf of a Party or its Affiliates (the “Disclosing Party”) under this Agreement, or in the course of contemplating a transaction under this Agreement prior to the execution of this Agreement, shall be maintained in confidence and otherwise safeguarded safeguarded, and not published or otherwise disclosed, by the recipient other Party and its Affiliates (the “Receiving Party”), in ) and its Affiliates for the same manner Term and with the same protection as such Receiving Party maintains its own confidential information, but at least with reasonable protection[***] thereafter; (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) the a Receiving Party may disclose Confidential Information of the other Disclosing Party to: (i) its Affiliates such Receiving Party’s Affiliates, licensees and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers advisors of the Receiving Party and its Affiliates, licensees Affiliates and 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 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. Notwithstanding the foregoing; provided that each Party shall remain responsible for any failure by its Affiliates, the Parties acknowledge licensees and agree that BRI may not disclose any sublicensees, and its and its Affiliates’ and licensees’ and sublicensees’ respective employees, directors, agents, consultants, advisors, and contractors, to treat such Confidential Information of Ultragenyx to [***] or any other licensee or sublicensee of the Compound and/or Product in the Option Territory without Ultragenyx’s prior written consent. Ultragenyx acknowledges thatas required under this Section 10.1 (as if such Affiliates, pursuant licensees, sublicensees employees, directors, agents, consultants, advisors and contractors were Parties directly bound to the [***] Option as amended on February 22, 2012, BRI is required to disclose preclinical and clinical data and information regarding regulatory submissions in the Licensed Territories to [***], and with respect to BRI Independent Studies, shall require no consent from Ultragenyx to do sorequirements of this Section 10.1).