Common use of Exceptions Clause in Contracts

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 Notwithstanding the foregoing, a Stockholder will not apply be required to comply with Section 3.2 above in connection with any such information: proposed Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that is(i) the Stockholder holds all right, as title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the time Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of its disclosure or thereafter becomesdocuments to be entered into in connection with the transaction, part nor the performance of the public domain through Stockholder’s obligations thereunder, will cause a source breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) such Stockholder shall have no obligation to execute or otherwise agree to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale) or any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a stockholder of the Company; provided that, the foregoing shall not limit any requirement contained in a definitive agreement with respect to such Proposed Sale that certain employees or officers of the Company be bound by a non-compete or similar restrictive covenant or a release of claims pursuant to the definitive agreements in connection with such Proposed Sale; (c) such Stockholder and its Affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective Affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such Stockholder, the Company and/or other stockholders of the Company; (d) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the receiving Party; Company (b) that was known except to the receiving Party as extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the time Company as well as breach by any stockholder of its disclosure any of identical representations, warranties and was not otherwise subject to confidentiality obligations; (c) that is independently developed covenants provided by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or all stockholders); (e) that is required to be disclosed pursuant to applicable lawthe liability for indemnification, ruleif any, regulation, requirement of such Stockholder in the Proposed Sale and for the inaccuracy of any law enforcement agencyrepresentations and warranties made by the Company in connection with such Proposed Sale, court order or is several and not joint with any other legal process or at Person (except to the request extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Restated Certificate); (f) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a regulatory authority. The Parties acknowledge negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the existence and terms amount of this Agreement are required consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be publicly disclosed by limited as to such Stockholder; (g) upon the Funds pursuant to applicable law. Without limiting the generality consummation of the preceding paragraphsProposed Sale, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure (i) each holder of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes each class or series of the performance Company’s stock will receive the same form of custodial services hereunder, that any unauthorized disclosure or misuse consideration for their shares of such information class or series as is received by other holders in respect of their shares of such same class or series of stock, (including ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by BNY Mellon or any other holders in respect of its employees or agentstheir shares of such same series, or any trading (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of such information the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Subsection 3.3(g), if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 3.3(g) includes any securities and due receipt thereof by anyone in receipt of such information) may constitute a criminal offense of trading on any Key Holder or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and Investor would require under applicable law to prevent unauthorized disclosure (x) the registration or qualification of such Confidential Information. The Parties acknowledge and agree that securities or of any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm person as a broker or dealer or agent with respect to such securities; or (y) the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition provision to all other rights and remedies they may have pursuant to this Agreement and at law any Key Holder or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, Investor of any information other than such information as a prudent issuer would generally furnish in violation an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of Section 15.1 hereofthe Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable; provided, that, clause (iv) above shall not apply to a SPAC Transaction. (h) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; and (i) such Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale).

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that isThe Trustees, in their sole discretion, may exempt a Person from one or more of the Aggregate Share Ownership Limit, the Common Share Ownership Limit or the limitations in Section 2.1(a)(ii) of this Article V, as the case may be, and may (but are not required to) establish or increase an Excepted Holder Limit for such Person. As part of establishing or increasing such Excepted Holder Limit, the time Trustees may (but are not required to) obtain from such person: (i) an agreement that any violation or attempted violation of its disclosure Excepted Holder Limit (or thereafter becomes, part other action which is contrary to the restrictions contained in Sections 2.1 through 2.6 of this Article V) will result in such Equity Shares being automatically transferred to a Charitable Trust in accordance with Sections 2.1(b) and 3 of this Article V; and, (ii) a voting trust or other undertakings which satisfy the public domain through a source other than Trustees that such Person will not attempt to exert undue influence or control over the receiving Party; Trust. (b) that was known Prior to granting any exception pursuant to Section 2.7(a) of this Article V, the Trustees may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the receiving Party Trustees in their sole discretion, as they may deem necessary or advisable in order to determine or ensure any Investee's status as a REIT. Notwithstanding the receipt of any ruling or opinion, the time of its disclosure and was not otherwise subject to confidentiality obligations; Trustees may impose such conditions or restrictions as they deem appropriate in connection with granting such exception. (c) that In determining whether to grant any exemption pursuant to Section 2.7(a) of this Article V, the Trustees may consider, among other factors, (i) the general reputation and moral character of the Person requesting an exemption, (ii) whether ownership of shares would be direct or through ownership attribution, (iii) whether the Person's ownership of shares would adversely affect any Investee's ability to acquire additional properties or additional investments in other issuers, (iv) whether granting an exemption for the Person requesting an exemption would adversely affect any of the Trust's existing contractual arrangements, and (v) whether the Person to whom the exemption would apply is independently developed by attempting to change control of the receiving Party without reference Trust or affect its policies in a way which the Trustees consider adverse to such information; the best interest of the Trust or its Shareholders. (d) that is subsequently learned from An underwriter which participates in a third party not known to be under public offering or a confidentiality obligation private placement of Equity Shares (or securities convertible into or exchangeable for Equity Shares) may Beneficially Own or Constructively Own Equity Shares (or securities convertible into or exchangeable for Equity Shares) in excess of one or more of the Aggregate Share Ownership Limit, the Common Share Ownership Limit or the limitations in Section 2.1(a)(ii) of this Article V, but only to the disclosing Party extent necessary to facilitate such public offering or private placement. (e) that is required to be disclosed The Trustees may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence terms and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality conditions of the preceding paragraphs, BNY Mellon acknowledges agreements and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all undertakings entered into with such information to BNY Mellon hereunder is made strictly under Excepted Holder in connection with the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes establishment of the performance of custodial services hereunder, Excepted Holder Limit for that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofExcepted Holder.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 7.1 and Section 7.2 shall not apply to any such informationinformation that: (a) that is, as of is already in the public domain at the time of its disclosure or thereafter becomes, disclosure; (b) becomes part of the public domain through a source other than no action or omission of the receiving Party after disclosure to the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; or (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, by Law or a court order or other legal process Governmental Authority or at Regulatory Authority. Notwithstanding any provision herein to the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (i) required under applicable securities Laws and the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (ii) by Buyer in connection with an Approved Transaction (as defined below), and/or (iii) to investment bankers and/or financing sources in connection with bona fide financing transactions involving Buyer or an Affiliate. In addition, the Parties (and any of their respective Affiliates and representatives) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure,” within the meaning of Treasury Regulation Section 1.6011-4, of the transactions contemplated hereby, and by the Asset Purchase Agreement and the Other Agreements, and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such information tax treatment and tax structure (but no other details regarding matters covered by this agreement, including, without limitation, the identities of the parties); provided, however, that each party recognizes that the privilege each has to BNY Mellon hereunder maintain, in its sole discretion, the confidentiality of a communication relating to the transactions contemplated hereby, and by the Asset Purchase Agreement and the Other Agreements, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code of 1986, as amended, is made strictly under not intended to be affected by the conditions of confidentiality set forth in Section 15.1 hereof and solely for foregoing. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation hereunder and under applicable law following shall constitute an “Approved Transaction”: (i) the conversion of Buyer from a limited liability company to prevent unauthorized disclosure a corporation following which the equityholders of Buyer immediately prior to such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, conversion hold shares in the event resulting corporation in approximately the same relative proportions as they did in the pre-conversion entity, (ii) the issuance by Buyer of a breach securities in connection with any financing transaction or public offering, (iii) the merger, consolidation or other similar transaction (i.e., wherein all or substantially all of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law Buyer’s equity interests or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofassets are acquired by another entity).

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 22.1 and Section 22.2 shall not apply to any Confidential Information that the receiving Party can reasonably demonstrate by competent proof that such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed by law or a court or other Governmental Authority pursuant to (i) regulatory filings; (ii) prosecuting or defending litigation; (iii) complying with applicable law, rule, regulation, requirement law and the orders or decisions of any law enforcement agencyGovernmental Authority having jurisdiction; (iv) conducting pre-clinical or clinical trials of Product; or (b) is disclosed to Affiliates who agree to be bound by similar terms of confidentiality. Notwithstanding any provision herein to the contrary, court order nothing herein shall prevent or prohibit any disclosure of any information (including Confidential Information) concerning this Agreement (i) required under applicable securities laws and the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (ii) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (iii) to its financial advisors or legal advisors who have agreed to the limitations on disclosure contained herein and/or (iv) to investment bankers and/or financing sources in connection with bona fide financing transactions involving either Party or an Affiliate. For the purposes of this Agreement, each of the following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other legal process similar transaction involving either Party (i.e., wherein all or at substantially all of that Party’s equity interests or assets are acquired by another entity). If a Party is required or permitted to make a disclosure of the request other Party’s Confidential Information pursuant to this Section 22.3 it shall provide prior notice of a regulatory authority. The Parties acknowledge that such intended disclosure to such other Party if practicable under the existence circumstances and terms shall disclose only such Confidential Information of this Agreement are such other Party as such Party reasonably determines is required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosed.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 8.1 and Section 8.2 shall not apply to any such informationConfidential Information that the receiving Party can reasonably demonstrate by competent proof is: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed by Law or a court or other Authority pursuant to (i) regulatory filings; (ii) prosecuting or defending litigation; (iii) complying with applicable law, rule, regulation, requirement Law and orders or decisions of any law enforcement agency, court order Official Body having jurisdiction; (iv) necessary to the limited extent only to conducting pre-clinical or other legal process or at the request clinical trials of a regulatory authority. The Parties acknowledge that the existence Product and persons involved in such trials are bound by similar terms of this Agreement are required confidentiality; or (b) disclosed to Affiliates who agree to be publicly disclosed bound by similar terms of confidentiality. Notwithstanding any provision herein to the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (A) required under applicable securities Laws and all the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (B) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such information Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (C) to BNY Mellon hereunder is made strictly under either Party’s financial advisors or legal advisors who have agreed to the conditions of confidentiality set forth limitations on disclosure contained herein and/or (D) to investment bankers and/or financing sources in Section 15.1 hereof and solely for connection with bona fide financing transactions involving either Party or an Affiliate who have agreed to the limitations on disclosure contained herein. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other similar transaction involving either Party (i.e., wherein another entity acquires all or substantially all of that Party’s equity interests or assets). If a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to this Section 8.3, it will use Commercially Reasonable Efforts to (I) limit the scope of the Confidential Information disclosed and the number of persons to whom such Confidential Information is disclosed, in each case to the minimum extent required to address the reason such disclosure is permitted hereunder and under applicable law to prevent unauthorized disclosure (II) secure confidential treatment of such Confidential Information. The Parties acknowledge Information and agree that comply with any breach applicable provisions of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof12.6.

Exceptions. The Parties’ respective obligations under in Section 15.1 will 2 do not apply to any such information: information that I can establish through written records (a) that is, as has become publicly known without (i) a breach of this Agreement by me or (ii) a third party’s breach of an agreement to maintain the confidentiality of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Partyinformation; (b) that was known to disclosed by me as permitted by the receiving Party as policies and procedures of the time of its disclosure and was not otherwise subject to confidentiality obligations; Company, or (c) was developed by me prior to the Effective Date, and prior to the date any earlier confidentiality agreement of the Company was signed by me (or any earlier effective date of such agreement), if the date of development can be established by documentary evidence. Notwithstanding anything in this Agreement, I may disclose, without violating the terms of this Agreement, Confidential Information that I am specifically required by court order, subpoena or law to disclose, but I agree to disclose only that portion of Confidential Information that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is legally required to be disclosed pursuant and further agree, to the extent permitted under applicable law, rulethat prior to disclosure when compelled by applicable law, regulation, requirement of any law enforcement agency, court order or other legal process or at I shall provide prior written notice to the request of a regulatory authorityCompany. The Parties I further understand and acknowledge that the existence and terms of nothing in this Agreement or any other agreement or policy prohibits me from reporting possible violations of federal or state law or regulation to any governmental agency or entity or self-regulatory organization (including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), cooperating with any such governmental agency or entity or self-regulatory organization in connection with any such possible violation, or making other disclosures or taking other actions (including, without limitation, receiving any whistleblower award provided for under such laws or regulations) that are required protected under the whistleblower provisions of federal or state law or regulation (collectively “Protected Activity”), in each case without any notice to be publicly disclosed by or authorization from the Funds pursuant to applicable lawCompany. Without limiting I further understand that “Protected Activity” does not include the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder Company attorney-client privileged communications. As required by the Defend Trade Secrets Act of 2016 (“DTSA”), 18 U.S.C. § 1833(b), I acknowledge that I will not be held criminally liable or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made strictly under the conditions of confidentiality set forth circumstances described therein, including: (1) in Section 15.1 hereof and solely confidence to a government official or an attorney for the purposes sole purpose of reporting or investigating a suspected violation of law; (2) in a complaint or other document filed in a legal proceeding, so long as such document is filed under seal; or (3) should I file a lawsuit against the performance Company for purported retaliation for reporting a suspected violation of custodial services hereunderlaw, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsthen to my attorney, or in that court proceeding, so long as any trading on document I file containing the basis of trade secret is filed under seal and I do not disclose the trade secret except pursuant to court order. Unless expressly provided, the DTSA does not authorize, or limit liability for, an act that is otherwise prohibited by law, such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping as the unlawful access of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent by unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofmeans.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective obligations under provisions of Section 15.1 will 6.01 shall not apply to: (i) disclosure by a Party to any a Representative or an Affiliate if such information: Representative or Affiliate (a) that is, as is under a similar obligation of the time of its disclosure confidentiality or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known is otherwise under a binding professional obligation of confidentiality; (ii) disclosure, after giving prior notice to the receiving Party as of other Parties to the time of its disclosure extent practicable under the circumstances and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference any practicable arrangements to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation protect confidentiality, to the disclosing Party extent requested or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement under the rules of any law enforcement agency, court order or other legal process or at stock exchange on which the request Equity Securities of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Party or any of its employees Affiliates are listed or agentsby Laws or governmental regulations or judicial or regulatory process or in connection with any proceeding arising out of or relating to this Agreement; provided that no prior notice to any Party shall be required to be given under this Section 6.02 with respect to any Proceeding commenced or brought by a Party in pursuit of its rights or in the exercise of its remedies arising out of the 2021 Transaction Documents, the 2022 Transaction Documents, the 2023 Transaction Documents, the Transaction Documents or the New Transaction Documents (upon execution); (iii) disclosure by the Investors to a financing source in connection with a bona fide loan or financing arrangement, if the recipient agrees in writing prior to any trading such disclosure to be subject to confidentiality obligations substantially similar to those set forth in this Article VI; (iv) following notification in writing to the Company on a no names basis, disclosure by any Investor to a bona fide potential purchaser of any portion or all of the basis Equity Securities of the Company held by such Investor to the extent necessary for such potential purchaser to evaluate such a proposed transaction or for other similar business purposes, if the recipient agrees in writing prior to any such disclosure to be subject to confidentiality obligations substantially similar to those set forth in this Article VI, of which the Company is a third-party beneficiary; or (v) disclosure by the Investors or its Affiliates of Confidential Information that is reasonably necessary in connection with its reporting requirements to its shareholders, limited partners and/or director or indirect investors in the ordinary course of business in each case, so long as the Persons being disclosed such information by anyone in receipt have been advised of the confidential nature of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 will 4.1 shall not apply to any such information: the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (a) that is, as of was in the public domain at the time of its disclosure to the Recipient by the other Party, or thereafter becomesentered the public domain, part in each case other than as a result of actions of the public domain through a source other than the receiving PartyRecipient or its Permitted Recipients; (b) that was rightfully known by the Recipient or its Permitted Recipients (as shown by its written records) prior to the receiving Party as date of disclosure to the time of its disclosure and was not otherwise subject to confidentiality obligationsRecipient by the other Party; (c) that is was received by the Recipient or its Permitted Recipients on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party; or (d) was independently developed by or for the receiving Party Recipient or its Permitted Recipients without reference to or reliance on the Confidential Information of the other Party (as demonstrated by written records). Notwithstanding any other provision of this Agreement, Recipient’s disclosure of Confidential Information shall not be prohibited if such information; disclosure: (di) is in response to a valid order of a court or other governmental body of the U.S., provided that is subsequently learned from Recipient provides the other Party with prior written notice of such disclosure in order to permit the other Party to seek a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court protective order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure confidential treatment of such Confidential Information; or (ii) is otherwise required by applicable law or regulation or rules of a nationally recognized securities exchange. The Parties acknowledge and agree that Further notwithstanding any breach other provision of Section 15.1 hereof would cause not only financial damagethis Agreement, but irreparable harm either Party may disclose Confidential Information of the other Party to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in extent necessary to exercise the event of a breach of Section 15.1 hereof, rights granted to or retained by the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to Recipient under this Agreement and at law in filing or in equity) be entitled to an injunctionprosecuting Patent Rights, without the necessity of posting any bond prosecuting or surety, to restrain disclosure defending litigation or misuse, in whole otherwise establishing rights or in part, of any information in violation of Section 15.1 hereofenforcing obligations under this Agreement.

Exceptions. Notwithstanding the above: 10.4.1 The Parties’ respective obligations under Section 15.1 Receiving Party may disclose Confidential Information of the Disclosing Party to Regulatory Authorities in order to obtain, maintain or defend Patents or seek or obtain approval to conduct clinical trials or gain Marketing Authorisation with respect to Products or Diagnostics or to otherwise develop, manufacture or commercialize a Product or Diagnostic. 10.4.2 The Receiving Party may disclose Confidential Information of the Disclosing Party and this Agreement as required to comply with any order of a court or any applicable rule, regulation, or law of any jurisdiction or securities exchange, provided that to the extent reasonably possible it (a) shall promptly notify the Disclosing Party and allow the Disclosing Party a reasonable time to oppose such disclosure, (b) shall use reasonable efforts to obtain an appropriate protective order or confidential treatment authorization that preserves the confidentiality of the information to the greatest extent practical and (c) shall limit the scope of such disclosure only to such portion of such Confidential Information that is legally required to be disclosed. 10.4.3 The Receiving Party may disclose a summary report describing the current status and next steps of the Target Program(s) in a general manner without any sensitive information (e.g. information relating to competitive, regulatory, commercial, clinical or scientific topics) and financial terms of this Agreement, which the Disclosing Party will not apply to any such informationdeliver within reasonable time upon a request of the Receiving Party, as follows: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; [***] and/or (b) [***]who are [***]of (i) [***]or (ii) [***]of this Agreement; provided that was known in the case of each of (a) and (b), [***] has entered into a written confidentiality and non-use agreement no less restrictive than the terms set forth herein. Such disclosure shall in any event be strictly limited to the receiving Party as what is required by [***] for purposes of the time of its disclosure [***], or [***], and was not otherwise subject to confidentiality obligations; (c) that is independently developed any use by the receiving Party without reference [***] shall be limited to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to purpose. Notwithstanding the disclosing Party or (e) that is required to be disclosed pursuant to applicable lawabove, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglyif, in the event of a breach planned disclosure by Compugen, [***] is a Bayer Competitor, then a disclosure as set forth in this Section 10.4.3 shall be made to an independent attorney and/or accountant (and/or independent third party expert contracted by them) solely for the purpose of Section 15.1 hereof, allowing such attorney and/or accountant to advise the Receiving Party regarding [***]this Agreement [***] or of [***] without disclosing any Bayer Confidential Information to the Bayer Competitor. The Receiving Party making such disclosure shall remain liable towards the Disclosing Party for compliance of [***] with the terms of confidentiality and non-breaching use as set forth in this Agreement with respect to such Confidential Information. 10.4.4 Each Party (a) shall have the right to disclose this Agreement as required by any securities laws, regulations or stock exchanges, provided, however, that the Party which discloses this Agreement shall give reasonable advance notice, as legally permissible, to the other Party and, at the other Party’s request, shall involve the other Party in discussions with the relevant government agency with respect to the items that may be redacted from such disclosure (it being understood that the Parties have a common interest that Confidential Information that does not have to be disclosed, including any details relating to financial terms, will be redacted from the version of the Agreement provided for publications), and (b) may disclose the existence of the relationship created by this Agreement; provided that the other Party shall (in addition have the right to all review and approve any press release or other rights and remedies they may have pursuant public disclosure of such information, such approval not to this Agreement and at law or in equity) be unreasonably withheld. For clarity, each Party will be entitled to an injunction, without freely refer to any details disclosed in the necessity of posting any bond or surety, press releases to restrain disclosure or misuse, in whole be issued pursuant to Section 10.5 or in part, of any information in violation of Section 15.1 hereofother press release issued by a Party.

Exceptions. (a) The Parties’ respective obligations under Section 15.1 will obligation of confidentiality contained in this Agreement shall not apply to the extent that: (i) either Party (the "Recipient") is required to disclose Confidential Information or Materials of the other Party by order or regulation of a governmental agency or a court of competent jurisdiction, provided that the Recipient shall not make any such information: disclosure (a) that isother than a filing of information or materials with the U.S. Securities and Exchange Commission, a similar filing of information or materials with the National Association of Securities Dealers or state securities regulators or a filing of information or materials pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as of amended, and the rules and regulations thereunder, as amended or an equivalent filing with a foreign applicable authority) without first notifying the other Party and allowing the other Party a reasonable opportunity to seek injunctive relief from (or protective order with respect to) the obligation to make such disclosure; or (ii) the Recipient can demonstrate that (A) the disclosed information was at the time of its such disclosure to the Recipient already in (or thereafter becomes, part of enters) the public domain through other than as a result of actions of the Recipient, its Affiliates, employees, sublicensees, agents or subcontractors in violation hereof; (B) the disclosed information was rightfully known by the Recipient or its Affiliates (as shown by its written records) prior to the date of disclosure to the Recipient in connection with the negotiation, execution or performance of this Agreement; or (C) the disclosed information was received by the Recipient or its Affiliates on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other than the receiving Party; or (bD) that the disclosed information was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party Recipient or its Affiliates (as shown by written records) by persons without reference access to such informationor use of the Confidential Information and Materials of the other Party; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (eiii) that disclosure is required to be disclosed pursuant made to applicable law, rule, regulation, requirement a government regulatory agency as part of any law enforcement such agency, court order 's product license approval process. (b) In the event (i) that each of Tanabe and the Western Pharmaceutical Partner have agreed in writing to accept reciprocity on exchanges of Technical Information and (ii) that Signal's Western Pharmaceutical Partner chooses to develop a Product for the prevention or other legal process or at treatment of Inflammation and/or Osteoporosis based on a Compound and (iii) provided the request of a regulatory authority. The Parties acknowledge that Western Pharmaceutical Partner agrees to be bound by the existence and terms specified in Section 6 of this Agreement are required Agreement, Signal shall have the right to be publicly disclosed disclose to the Western Pharmaceutical Partner any applicable Compound Information and Product Information with respect to such Compound provided to Signal by the Funds pursuant Tanabe. As a condition to applicable law. Without limiting the generality of the preceding paragraphssuch disclosure, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information Signal will require its Western Pharmaceutical Partner to BNY Mellon hereunder is made strictly under the conditions of enter into confidentiality provisions equivalent to those set forth in this Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof8.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding the foregoing, the parties agree that ---------- Confidential Information shall not apply to include any such informationinformation that: (a) that is, as of the time of its disclosure or thereafter becomes, part of was in the public domain through a source other than at the receiving time it was communicated to the Receiving Party by the Disclosing Party; (b) that was known entered the public domain subsequent to the receiving time it was communicated to the Recipient by the Disclosing Party as through no fault of the time of its disclosure and was not otherwise subject to confidentiality obligationsReceiving Party; (c) that is independently developed was in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to the Receiving Party by the receiving Party without reference to such informationDisclosing Party; (d) that is subsequently learned from was rightfully communicated to the Receiving Party by a third party not known to be under a confidentiality party, free of any obligation of confidence, subsequent to the disclosing time it was communicated to the Receiving Party or by the Disclosing Party; (e) that is was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or (f) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence. In addition, the Receiving Party may disclose the Disclosing Party's Confidential Information in response to a valid order by a court or other governmental body, as otherwise required to be disclosed pursuant to applicable by law, ruleor as necessary to establish the rights of either party under this Agreement; provided, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglyhowever, in the event of that the Receiving Party receives a breach of Section 15.1 hereofdemand to disclose such Confidential Information in connection with a legal action or proceeding, the nonReceiving Party, if possible, shall first notify the Disclosing Party of the demand in order to provide the Disclosing Party an opportunity to seek a protective order. XXX.xxx may also disclose certain of Retailer's Confidential Information to GSI in connection with the performance by GSI of its duties, but only to the extent expressly permitted in the E-breaching Party shall (in addition to all other rights Commerce Services Agreement by and remedies they may have pursuant to this Agreement among XXX.xxx, GSI and at law or in equity) be entitled to an injunction, without the necessity Retailer of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofeven date herewith.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon BNPPLC acknowledges and agrees that Customers are prohibited nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse: • Excluded Taxes; or • Losses incurred or suffered by law any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or • Losses that result from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes Liens Removable by BNPPLC; or • transaction expenses (including Attorneys’ Fees) incurred by any of the performance Participants in connection with the drafting, negotiation or execution of custodial services hereunderthe Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or • Local Impositions or other Losses contested, that any unauthorized disclosure or misuse of such information (including if and so long as they are contested, by BNY Mellon or NAI in accordance with any of its employees the provisions of this Lease or agents, other Operative Documents which expressly authorize such contests; or • transaction expenses or other Losses caused by or necessary to accomplish any trading on the basis conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of such information by anyone in receipt of such informationclause (3) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder definition of Permitted Transfer in the Common Definitions and under applicable law Provisions Agreement; or • any amount which may from time to prevent unauthorized disclosure time be payable by BNPPLC to any Participant representing the excess of such Confidential Information. The Parties acknowledge “Base Rent” as defined in the Participation Agreement over Base Rent as defined in and agree that calculated pursuant to this Lease and the Common Definitions and Provisions Agreement; or • any decline in the value of the Property solely by reason of decline in general market conditions and not because of any breach of Section 15.1 hereof would cause not only financial damagethis Lease or other Operative Documents by NAI. Further, but irreparable harm without limiting BNPPLC’s rights (as provided in other provisions of this Lease and other Operative Documents) to include the other Party, for which money damages will not provide an adequate remedy. Accordingly, following in the event calculation of a breach of Section 15.1 hereofthe Lease Balance, the non-breaching Break Even Price and the Make Whole Amount (as applicable) or to collect Base Rent, a Supplemental Payment and other amounts, the calculation of which depends upon the Lease Balance, BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse an Interested Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law for costs paid by BNPPLC with the proceeds of the Initial Advance as part of the Transaction Expenses or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofwith Construction Advances.

Exceptions. The Parties’ respective obligations under Section 15.1 will Any other provision herein to the contrary notwithstanding, pursuant to the terms of this Agreement, an Indemnifying Party shall not apply to any such information: be obligated: (a) that isto indemnify the Indemnified Party for any acts or omissions or transactions from which a trustee, director, officer or agent may not be indemnified by such Indemnifying Party, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; provided by Applicable Law; (b) that was known to indemnify or advance Expenses to the receiving Indemnified Party as with respect to proceedings or claims initiated or brought voluntarily by the Indemnified Party and not by way of the time defence, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, Applicable Law or a policy of its disclosure and was not otherwise subject insurance referred to confidentiality obligations; in subsection 7(a) hereof; (c) that is independently developed to indemnify the Indemnified Party for any Expenses incurred by the receiving Indemnified Party without reference with respect to any Proceeding instituted to enforce or interpret this Agreement, if a Final Determination is made that any of the material assertions made by the Indemnified Party in such information; proceedings are not made in good faith or are frivolous; (d) that is subsequently learned from a third party not known to be indemnify the Indemnified Party for Expenses or liabilities of any type whatsoever which have been paid directly to the Indemnified Party by an insurance carrier under a confidentiality obligation to the disclosing Party policy of trustees’, directors’, managers’, officers’ or other applicable liability insurance maintained by an Indemnifying Party; (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement indemnify the Indemnified Party for Expenses or the payment of any law enforcement agency, court order or other legal process or at profits arising from the request of a regulatory authority. The Parties acknowledge that the existence purchase and terms of this Agreement are required to be publicly disclosed sale by the Funds pursuant Indemnified Party of securities in violation of applicable securities laws; or (f) to applicable law. Without limiting indemnify the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely Indemnified Party for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, Expenses for which money damages will not provide the Indemnified Party is indemnified by an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Indemnifying Party shall (in addition to all other rights and remedies they may have otherwise than pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: Notwithstanding the foregoing, a Party may use and disclose Confidential Information of the other Party as follows: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed extent required by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, government requirement and/or court order, provided, that, the disclosing Party promptly notifies the other Party of its notice of any law enforcement agencysuch requirement, court takes all reasonable steps to limit disclosure of the Confidential Information, and provides the other Party a reasonable opportunity to seek a protective order or other legal process or at appropriate remedy and/or to waive compliance with the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement are required to be publicly disclosed by the Funds Agreement; EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to applicable law. Without limiting a request for confidential treatment and have been filed separately with the generality Securities and Exchange Commission. (b) subject to Section 11.4, to the extent such use and disclosure occurs in the filing or publication of any patent application or patent on inventions, pursuant to Section 11.4 (Publication); (c) as necessary or desirable for securing any regulatory approvals, including pricing approvals, for any Licensed Products or Licensed Services, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the preceding paragraphsConfidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to enforce compliance with the terms and conditions of, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public this Agreement; provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of information regarding portfolio holdingsthe Confidential Information and to otherwise maintain the confidentiality of the Confidential Information; (e) to the extent necessary, that disclosure of any to its Affiliates, directors, officers, employees, consultants, vendors and all such information to BNY Mellon hereunder is made strictly clinicians under the conditions written agreements of confidentiality at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement; and (including f) by BNY Mellon or any of its employees or agentsLicensee, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesto actual and potential investors, that access to licensees, Sublicensees, consultants, vendors and use of any and all such information shall be restricted as described in Section 15.1 hereofsuppliers, and that BNY Mellon shall apprise all such persons having access academic and commercial collaborators, under written agreements of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, confidentiality at least as restrictive as those set forth in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 14.1 (Generally) will not apply to any such information: the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (a) that is, as of was in the public domain at the time of its disclosure to the Recipient by the other Party, or thereafter becomesentered the public domain, part in each case, other than as a result of actions of the public domain through a source other than the receiving PartyRecipient, its Affiliates, employees, licensees, agents, or subcontractors, in breach of this Agreement; (b) that was rightfully known by the Recipient or its Affiliates (as shown by its written records) prior to the receiving Party as date of disclosure to the time of its disclosure and was not otherwise subject to confidentiality obligationsRecipient by the other Party; (c) that is was received by the Recipient or its Affiliates on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party; or (d) was independently developed by or for the receiving Party Recipient or its Affiliates without reference to or reliance on the Confidential Information of the other Party (as demonstrated by written records). Notwithstanding any other provision of this Agreement, the Recipient’s disclosure of Confidential Information will not be prohibited if such informationdisclosure: (i) is in response to a valid order of a court or other Governmental Authority; or (dii) that is subsequently learned from otherwise required by Applicable Law or regulation or rules of a third party not known to be under a confidentiality obligation nationally recognized securities exchange. Further notwithstanding any other provision of this Agreement, Akebia may disclose Licensee’s Confidential Information to the disclosing Party extent disclosure is required in connection with the filing or (e) that prosecuting patent applications, prosecuting, or defending litigation, responding to an investigation by a Governmental Authority, or otherwise establishing rights or enforcing obligations under this Agreement, making Regulatory Filings with respect to the Licensed Products, or conducting research, development, or clinical studies with respect to the Licensed Products. If a Recipient is required to be disclosed disclose Confidential Information pursuant to applicable lawthis Section 14.2 (Exceptions), rule, regulation, requirement then prior to any disclosure the Recipient will provide the other Party with prior written notice of any law enforcement agency, court such disclosure in order to permit the other Party to seek a protective order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure confidential treatment of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations Notwithstanding Section 13.1, Confidential Information shall not be deemed to include information (and such information shall not be considered Confidential Information under Section 15.1 will not apply this Agreement) to any the extent that it can be established by written documentation by the Receiving Party that such information: (ai) that iswas already in the public domain prior to time of disclosure by the Disclosing Party or becomes publicly known through no act, as omission or fault of the Receiving Party or any Person to whom the Receiving Party provided such information; (ii) is or was already lawfully, and not under an obligation of confidentiality owed to the Disclosing Party, in the possession of the Receiving Party prior to the time of its disclosure or thereafter becomes, part of by the public domain through a source other than the receiving Disclosing Party; (b) provided that was known the Receiving Party did not initially generate such information and assign its rights to such information to the receiving Disclosing Party as in accordance with the terms of the time of its disclosure and was not otherwise subject to confidentiality obligationsthis Agreement; (ciii) that is independently developed by disclosed to the receiving Receiving Party without reference on an unrestricted basis from a Third Party not under an obligation of confidentiality to the Disclosing Party with respect to such information; or (div) that is subsequently learned from a third party has been independently created by the Receiving Party, as evidenced by written or electronic documentation, without any aid, application or use of the Disclosing Party’s Confidential Information. Specific aspects or details of Confidential Information will not known be deemed to be under a confidentiality obligation to within the disclosing Party public knowledge or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at in the request prior possession of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality Person merely because such aspects or details of the preceding paragraphsConfidential Information are embraced by general disclosures in the public domain. Further, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective any combination of Confidential Information will not be considered in the public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under domain or in the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes possession of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure Receiving Party merely because individual elements of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, Information are in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law public domain or in equity) be entitled to an injunction, without the necessity possession of posting any bond or surety, to restrain disclosure or misuse, the Receiving Party unless the combination and its principles are in whole the public domain or in partthe possession of the Receiving Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, of any information in violation of Section 15.1 hereofAS AMENDED.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 set forth in this section will not apply to any such informationinformation that: (a) that is, as becomes generally available to the public through no fault of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Receiving Party; (b) that was known is lawfully provided to the receiving Receiving Party as by a third party free of the time of its disclosure and was not otherwise subject to any confidentiality duties or obligations; (c) that is was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the receiving Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party toenforce its rights under these Terms and Conditions oris required by law, governmental regulation, court order, subpoena, warrant, governmental regulatory oragency request, or other valid legal authority, legal procedure or similar process (“Legal Process”), provided that the Receiving Party uses commercially reasonable efforts to promptly notify the Disclosing Party in writing of such required disclosure unless theReceiving Party is informed that: (i) it is legally prohibited from giving notice; or (ii) the Legal Process relates to exceptional circumstances involving dangerof death or serious physical injury to any person. The Receiving Party will cooperate with the Disclosing Party if the Disclosing Party seeks an appropriateprotective order. Notwithstanding anything to the contrary in this Section 7, should either Party learn some general information regarding the other Party’s Confidential Information during the Term or any relevant Trial Period, the Party learning such information is free to use that information retained in its unaided memory, without specific or intentional memorisation or reference to such information; Confidential Information, for its own business purposes (d) that is subsequently learned from a third party including but not known limited to be under a confidentiality obligation such Party’s employee skill, knowledge, talent, and/or expertise on other or future projects), except to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all extent such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party’s Intellectual Property. Receipt of Confidential Information hereunder, for which money damages will not provide an adequate remedy. Accordingly, however in no way obligates the event of a breach of Section 15.1 hereof, the non-breaching Receiving Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law monitor or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflimit its employees’ work.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than no fault of the receiving Receiving Party; ; (biii) that was known to the receiving Party as of at the time of its disclosure is already in the Receiving Party’s possession, and such prior possession can be properly demonstrated by the Receiving Party, with the exception of Confidential Information exchanged between parties prior to the execution of this Agreement; or (iv) is made available to the Receiving Party by an independent third party, provided, however, that to the Receiving Party’s knowledge, such information was not otherwise subject to confidentiality obligations; (c) that is independently developed obtained by said third party, directly or indirectly, from the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to hereunder. In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the United States Securities and Exchange Commission (the “SEC”), or in the course of litigation, provided that in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedythe order was issued. AccordinglyMDCO may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, in file for Regulatory Approval, or commercialize the event of a breach of Section 15.1 hereofLicensed Product, or to seek, prosecute and maintain intellectual property protection for the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofLicensed Product.

Exceptions. The Parties’ respective obligations under Section 15.1 will Clause 12.1 (Non-disclosure of Confidential Information) shall not apply if and to any such informationthe extent that: (a) that is, as of the time of its disclosure or thereafter becomes, part of Confidential Information is in the public domain through a source (other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event reason of a breach of Section 15.1 hereofany obligation of confidentiality applicable to the Receiving Group); such Confidential Information was known by the Receiving Group (without any obligation of confidentiality in respect of it) prior to the first disclosure of such information to the Receiving Group by (or on behalf of) the Disclosing Group; such Confidential Information is disclosed to the Receiving Group on a non- confidential basis by person(s) other than by the Disclosing Group (or person(s) acting on its behalf) in circumstances where the Receiving Group reasonably believed that such disclosure was lawfully made without breach of any obligation of confidentiality by such person(s); the Disclosing Party has consented in writing to such disclosure and/or use of such Confidential Information or has otherwise confirmed in writing that such Confidential Information is not confidential; or disclosure is made by outside consultants or advisors engaged by or on behalf of the disclosing Party and acting in that capacity in connection with the Project (including insurance, tax and legal advisors); disclosure is made to the Lender and to any Affiliate, advisor, agent, trustee or representative of the Lender; such disclosure or use is required by Law, the non-breaching Buyer pursuant to the PPA, the rules of any investment exchange to which the Receiving Group may be subject or by any competent Authority having jurisdiction over the Receiving Group. If disclosure or use is to be made pursuant to Clause 12.2(a) then if permitted by Law, the Receiving Party shall (consult with the Disclosing Party reasonably in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity advance of posting any bond or surety, to restrain such disclosure or misuseuse so as to permit the Disclosing Party reasonable opportunity to review and comment on such disclosure or intended use and if so desired by the Disclosing Party, in whole for the Disclosing Party to take any reasonable action to prevent or in part, of any information in violation of Section 15.1 hereofrestrict such disclosure or use.

Exceptions. The Parties’ respective obligations under Notwithstanding the provisions of any other Section 15.1 will not apply of this Agreement, unless G-P fails to supply BMX (within the meaning of Section 8.1(i)) with any item listed below G-P shall at all times have the exclusive right and obligation to make, or have made by a Third Party, the following items: [***]. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase such information: items from GP in reasonable commercial quantities to be used by BMX for the purposes of this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (ai) that isNotwithstanding any other provision of this Agreement, G-P shall have no obligation to make any disclosure to BMX concerning the manufacture of the above-listed items unless GP fails to supply BMX with such item, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely 8.1 (i). (ii) Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase any or all of the above-listed items from a Third Party or to manufacture such items itself; provided, however, that nothing contained herein shall require GP to make any disclosure of Confidential Information to BMX or to such Third Party in connection with BMX's purchase of such items from the Third Party. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase, in reasonable commercial quantities to be used by BMX for the purposes of this Agreement, any or all of the performance of custodial services hereunderabove items directly from any entity which supplies such items to GP in the same form as purchased by GP; provided, however, that nothing contained herein shall require GP to make any unauthorized disclosure of Confidential Information to BMX, or misuse require GP to permit such disclosure to BMX by such Third Party, in connection with BMX's purchase of such information items from the Third Party. (including iii) Immediately following execution of this Agreement, GP shall use its best efforts to arrange for a Third Party supplier to [***] to be used by BNY Mellon or BMX in accordance with the rights granted by this Agreement. Upon completion of arrangements with a Third Party supplier, any requests by BMX for [***] to be used in accordance with the rights granted by this Agreement shall be made to GP and GP shall direct such requests to the Third Party supplier. BMX shall have the right to disclose any Confidential Information concerning such [***] only to the Third Party supplier and to decline to disclose such Confidential Information to GP. (iv) If GP makes improvements to any of its employees the above-listed items, it shall make such improvements reasonably available to BMX pursuant to this Agreement. (v) GP shall at all times after July 1, 2002 have the right on written notice to BMX to require BMX to assume responsibility for manufacturing any or agentsall of the items listed above. Promptly after GP delivers any such notice, or the Parties shall meet to agree, reasonably and in good faith, upon a plan for transition ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of manufacuring from GP to BMX. As part of any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiestransition, that access to and use of GP shall make any and all disclosures necessary to permit BMX to make or have made such information items. (vi) BMX shall be restricted as described not have any right to analyze, dissect, or disassemble any such item which is not properly available from sources other than GP in Section 15.1 hereof, and that BNY Mellon shall apprise all order to circumvent the need to acquire such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law item from GP or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofGP's supplier.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 7.4(a), but subject to Section 7.4(c), at any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known prior to the receiving Party as of Acceptance Time, if the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees Representatives has received a bona fide written Acquisition Proposal that the Company Board reasonably believes constitutes or agentsis reasonably likely to lead to a Superior Proposal, the Company, directly or indirectly through its Representatives, may, as long as the Company, its Subsidiaries and their Representatives shall not have previously breached or taken any action inconsistent with Section 7.4(a), (i) engage in negotiations or discussions with such Third Party and its Representatives, and (ii) furnish to such Third Party or its Representatives or financing sources non-public information relating to the Company or any trading on of its Subsidiaries or afford access to the basis business, properties, assets, books or records of the Company or any of its Subsidiaries to such information by anyone Third Party, in receipt of each case pursuant to an Acceptable Confidentiality Agreement with such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesThird Party; provided, however, that access to and use of any and all such information shall be restricted as (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent prior to or concurrently with the time it is provided or made available to such Third Party; provided, further, however, that prior to taking (and thereafter continuing) any action described in Section 15.1 hereof7.4(b)(i) or Section 7.4(b)(ii) above, and (A) the Company Board determines in good faith, after consultation with outside legal counsel, that BNY Mellon shall apprise all the failure to take such persons having access action would be inconsistent with its fiduciary duties to the holders of the obligation hereunder and Company Common Stock under applicable law and (B) the Company Board determines in good faith, based on the information then available and after consultation with its independent financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to prevent unauthorized disclosure result in a Superior Proposal. Neither the Company nor any of its Subsidiaries shall, after the date of this Agreement, enter into any confidentiality agreement that would prohibit them from providing such Confidential Informationinformation to Parent. The Parties acknowledge and agree that Notwithstanding the foregoing or any breach other provision of Section 15.1 hereof would cause not only financial damage, but irreparable harm this Agreement to the other Partycontrary, for which money damages will not provide an adequate remedy. Accordinglynothing in this Agreement shall prevent the Company or the Company Board, at any time prior to the Acceptance Time, from (i) taking and disclosing to the Company’s shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders required to be made by applicable statute, law, rule or regulation in connection with the making or amendment of a tender offer or exchange offer), or (ii) making any required disclosure to shareholders with regard to any Acquisition Proposal, in each case so long as such action is consistent with this Section 7.4 and if the event of a breach of Section 15.1 hereofCompany Board determines in good faith after consultation with outside counsel that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided, that, the non-breaching Party foregoing shall (in addition not be deemed to all other rights and remedies they may have permit the Company Board to make an Adverse Company Recommendation Change except pursuant to this Agreement and at law Section 7.4(d) hereof or in equity) be entitled to an injunction, without otherwise modify the necessity definition of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAdverse Company Recommendation Change.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 5.3(a)(i) above, Servicer shall have no obligation to do any such informationof the following: (aA) except for acts or omissions that isconstitute fraud, as gross negligence or willful misconduct of the time of its disclosure Servicer or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, indemnify any Indemnified Purchaser Party for any punitive damages or for any trading actual or lost profits of such Indemnified Purchaser Party, regardless of whether Servicer knew or was aware of such possible Losses; (B) indemnify or hold harmless an Indemnified Purchaser Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or material breach of this Agreement by any potential Indemnified Purchaser Party; (C) indemnify any Indemnified Purchaser Party from and against any Losses resulting from any material breach by Servicer of any covenant or agreement of Servicer contained in Sections 3.1, 3.2 and 5.1 (any claim with respect thereto, a “Specified Indemnity Claim”) if such Specified Indemnity Claim can be and is fully satisfied through the Repurchase Procedure or Resale Procedure pursuant to Section 5.3(a)(v); (D) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim unless (i) the Loan(s) with respect to which such Losses are payable have become Charged Off Loan(s); and (ii) the Loan(s) with respect to which such Losses are payable have been Charged Off Loan(s) for no more than 90 calendar days; (E) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim for any amount in excess of the outstanding principal balance(s) of the applicable Loan(s) on the basis date the Loan(s) become Charged Off Loan(s); or (F) indemnify any Indemnified Purchaser Party with respect to a Specified Indemnity Claim if the aggregate amount of all such information by anyone Specified Indemnity Claims under this Agreement, the Purchase Agreement and any Multi-Party Agreement with respect to the applicable Addendum is less than or equal to the Indemnity Deductible. For the avoidance of doubt, Servicer shall only be obligated to indemnify an Indemnified Purchaser Party with respect to Specified Indemnity Claims made after the applicable Indemnity Deductible has been satisfied and only for amounts in receipt excess of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesthe applicable Indemnity Deductible; provided, that access if an Indemnity Deductible is satisfied but also exceeded by a particular Specified Indemnity Claim, Servicer shall only be obligated to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access indemnify an Indemnified Purchaser Party with respect to the portion of the obligation hereunder and under Specified Indemnity Claim that exceeds the applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofIndemnity Deductible.

Exceptions. The Parties’ respective obligations under (a) For greater certainty, Section 15.1 13.1 shall not apply to the equity interests in a publicly-listed entity (or, unless Section 13.1(c) applies, any Additional Rights held by such entity) that are held, directly or indirectly, by a Member or any of its Affiliates on the date hereof. For greater certainty, such equity interests shall not constitute Barrick Contributed Assets or Newmont Contributed Assets. (b) Section 13.1 does not apply to an acquisition by a Member or its Affiliate of an entity that owns Additional Rights if such Additional Rights are not the primary purpose of the acquisition and constitute less than 20% of the net asset value of such entity. (c) If a Member or any of its Affiliates proposes to acquire control of a publicly-traded entity that owns Additional Rights or proposes to acquire control of any other entity that owns Additional Rights (an “Acquisition Target”), whether or not such Member owns any equity interest on the date hereof in the Acquisition Target, in each case where the Additional Rights constitute 20% or more of the operating net asset value of such Acquisition Target, then such acquisition of control shall not be subject to Section 13.1, and instead the following procedures shall apply: (i) the Member proposing to solicit, negotiate or enter into an agreement, arrangement, understanding or commitment in respect of the acquisition of control of the Acquisition Target (the “Purchasing Member”) shall first provide written notice of such intention to the other Member (the “Acquisition Notice”), which notice shall provide all relevant and available details regarding the Acquisition Target, the Additional Rights held by such Acquisition Target and the price and all other proposed terms and conditions on which the Member is proposing to acquire the Acquisition Target; (ii) the Purchasing Member shall keep the other Member reasonably apprised of the status of the proposed acquisition of the Acquisition Target; (iii) within 30 Business Days following the receipt of the Acquisition Notice, the Member receiving the Acquisition Notice shall have the right to elect that, if the Purchasing Member completes the acquisition of the Acquisition Target, Nevada JV will purchase the Additional Rights that form part of the Acquisition Target’s assets, free and clear of all Encumbrances, other than Permitted Encumbrances and any other Encumbrances existing on the date of the acquisition of such Additional Rights by the Acquiring Member, for a price, payable in cash by Nevada JV to the Purchasing Member, equal to the fair market value of such Additional Rights as determined in accordance with Schedule F. If this election is made the Members shall take all reasonable steps to ensure that Nevada JV purchases the Additional Rights on the terms set out herein as promptly as practicable following the closing of the acquisition of the Acquisition Target; provided, for certainty, that if no such election is made within such 30 Business Day period, then Nevada JV shall not purchase such Additional Rights; and (iv) if any Member purchases an Acquisition Target without complying with the provisions of this Section 13.2(c), such Member shall contribute the Additional Rights to Nevada JV for no consideration. (d) For greater certainty, Section 13.1 does not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through acquisition by a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Member or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have Affiliates pursuant to this Agreement and at law or a Member Transaction Offer in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of accordance with Section 15.1 hereof4.13.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such informationConfidential Information excludes information that: (a) that is, as of was in the public domain at the time of its disclosure it was disclosed or thereafter becomes, part of has become in the public domain through no fault of the Receiving Party; (b) becomes known to the Receiving Party through lawful means, at the time of disclosure, and was acquired by such Receiving Party after the Effective Date as demonstrated by the Receiving Party; (c) was independently developed by the Receiving Party without any use of the Confidential Information; or (d) becomes known to the Receiving Party, without restriction, from a source other than the receiving Providing Party; provided that such information was provided (bi) under the circumstances of disclosure that was known the Receiving Party does not have a duty of non-disclosure owed to such third party, (ii) to the receiving Party as Receiving Party’s knowledge, the disclosing party’s disclosure is not violative of a duty of non-disclosure owed to another, including the time of its Receiving Party, and (iii) the disclosure and was by the third party is not otherwise subject to confidentiality obligations; (c) that is independently developed by unlawful. In the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge event that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsReceiving Party, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees representatives, becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or agentssimilar judicial or administrative process to disclose any Providing Party’s Confidential Information, or any trading on the basis Receiving Party shall provide prompt prior written notice of such information by anyone in receipt of requirement and cooperate with the Providing Party to obtain a protective order or similar remedy to cause the Providing Party’s Confidential Information not to be disclosed, including interposing all available objections thereto. In the event that such information) may constitute a criminal offense of trading on protective order or tipping of material inside information regarding publicly traded securitiesother similar remedy is not obtained, the Receiving Party shall furnish only that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access portion of the obligation hereunder Providing Party’s Confidential Information that has been legally compelled and under applicable law shall exercise commercially reasonable efforts to prevent unauthorized disclosure of obtain assurance that “highly confidential” treatment will be accorded such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Each Party may disclose Confidential Information belonging to any the other Party to the extent such information: disclosure is necessary in the following instances: (a) filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; Party is expressly permitted to obtain under this Agreement; (b) that was known to the receiving Party regulatory filings for Licensed Product as of the time of its disclosure and was not otherwise subject to confidentiality obligations; permitted by this Agreement; (c) that is independently developed prosecuting or defending litigation as permitted by the receiving Party without reference to such information; this Agreement; (d) complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. Page 41 of 52 including the rules of the U.S. Securities and Exchange Commission and any stock exchange; (e) disclosure to Third Party potential bona fide licensees or acquirors (except that is subsequently learned from in the case of Novo Nordisk Competitors, no Confidential Information of Novo Nordisk, other than a third party not known redacted copy of this Agreement, may be shared), in connection with due diligence or similar investigations by such Third Party licensees, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be under bound by reasonable obligations of confidentiality and non-use; and (f) Zosano may provide to ALZA Corporation a confidentiality obligation copy of this Agreement, redacted by Novo Nordisk to exclude any information not necessary for assessing Xxxxxx’s compliance with the disclosing ALZA Agreement; provided that, if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 12.3(c), (d), or (e) it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure request or requirement so that the other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Party that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon BNPPLC acknowledges and agrees that Customers are prohibited nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse: • Excluded Taxes; or • Losses incurred or suffered by law any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or • Losses that result from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes Liens Removable by BNPPLC; or • transaction expenses (including Attorneys’ Fees) incurred by any of the performance Participants in connection with the drafting, negotiation or execution of custodial services hereunderthe Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or • Local Impositions or other Losses contested, that any unauthorized disclosure or misuse of such information (including if and so long as they are contested, by BNY Mellon or NAI in accordance with any of its employees the provisions of this Lease or agents, other Operative Documents which expressly authorize such contests; or • transaction expenses or other Losses caused by or necessary to accomplish any trading on the basis conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of such information by anyone in receipt of such informationclause (3) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder definition of Permitted Transfer in the Common Definitions and under applicable law Provisions Agreement; or • any amount which may from time to prevent unauthorized disclosure time be payable by BNPPLC to any Participant representing the excess of such Confidential Information. The Parties acknowledge “Base Rent” as defined in the Participation Agreement over Base Rent as defined in and agree that calculated pursuant to this Lease and the Common Definitions and Provisions Agreement; or • any decline in the value of the Property solely by reason of decline in general market conditions and not because of any breach of Section 15.1 hereof would cause not only financial damagethis Lease or other Operative Documents by NAI. Further, but irreparable harm without limiting BNPPLC’s rights (as provided in other provisions of this Lease and other Operative Documents) to include the other Party, for which money damages will not provide an adequate remedy. Accordingly, following in the event calculation of a breach of Section 15.1 hereofthe Lease Balance, the non-breaching Break Even Price and the Make Whole Amount (as applicable) or to collect Base Rent, a Supplemental Payment and other amounts, the calculation of which depends upon the Lease Balance, BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse an Interested Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without for costs paid by BNPPLC with the necessity proceeds of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, the Initial Advance as part of any information in violation of Section 15.1 hereofthe Transaction Expenses.

Exceptions. The Parties’ respective obligations under in Section 15.1 will 8.1 shall not apply with respect to any such information: (a) that is, as portion of the time of its disclosure or thereafter becomes, part Confidential Information of the public domain through a source other than Disclosing Party that the receiving Party; (b) that Receiving Party can show by competent written proof: 8.2.1 was known to the receiving Receiving Party as of the time or any of its Affiliates, without any obligation to keep it confidential or any restriction on its use, prior to disclosure by the Disclosing Party; 8.2.2 is subsequently disclosed to the Receiving Party or any of its Affiliates by a Third Party lawfully in possession thereof and was not without any obligation to keep it confidential or any restriction on its use; 8.2.3 is published by a Third Party or otherwise subject becomes publicly available or enters the public domain, either before or after it is disclosed to confidentiality obligationsthe Receiving Party, without any breach by the Receiving Party of its obligations hereunder; (c) that or 8.2.4 is independently developed by or for the receiving Receiving Party or its Affiliates without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to or reliance upon the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Disclosing Party’s Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Notwithstanding anything to the other Partycontrary in this Agreement or any Development & Commercialization Agreement, for which money damages will not provide an adequate remedy. Accordinglya Receiving Party may use any learning, skills, ideas, concepts, techniques, know-how and information, including general chemistry methodologies and general SAR (structure-activity relationship) concepts, retained in intangible form in the event unaided memory of the Receiving Party’s directors, employees, contractors, advisors, agents and other personnel of the Receiving Party who had access to the Disclosing Party’s Confidential CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Information (collectively, “Residual Information”) for any purpose, provided that this right to use Residual Information does not represent a breach license to any Patents Controlled by the Disclosing Party. For purposes of Section 15.1 hereofclarity, nothing contained in the non-breaching preceding sentence gives the Receiving Party shall (the right to publish or otherwise disclose or use the tangible source of any Residual Information for any purpose other than as provided for in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) any Development & Commercialization Agreement. A personnel’s memory will be entitled to an injunctionconsidered unaided only if such person has not intentionally memorized the information for the purpose of retaining and/or subsequently recording, without the necessity of posting any bond publishing, disclosing or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofusing it.

Exceptions. The Parties’ respective non-use and non-disclosure obligations under Section 15.1 will set forth in this Article VIII shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by competent evidence: (a) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (b) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than the receiving Party; (b) that was known to the receiving Party as no fault of the time of Receiving Party or its disclosure and was not otherwise subject to confidentiality obligations; disclosees; (c) is made available to the Receiving Party by an independent Third Party without obligation of confidentiality; provided, however, that to the Receiving Party’s knowledge, such information was not obtained by said Third Party, directly or indirectly, from the Disclosing Party hereunder; or (d) is independently developed by an employee of the receiving Receiving Party without reference to such not accessing or utilizing the Disclosing Party’s information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to . In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant by law or by a valid order of a Competent Authority including but not limited to applicable lawregulations of the United States Securities and Exchange Commission or the FDA or any other Regulatory Authority or in the course of arbitration or litigation; provided, rulehowever, regulationthat in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, requirement of any law enforcement agencyor to assist the Disclosing Party in obtaining, court a protective order or other legal process confidential-treatment order preventing or at limiting (to the request of a regulatory authority. The Parties acknowledge greatest possible extent and for the longest possible period) the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on for which the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationorder was issued. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Notwithstanding anything else to the other Partycontrary in this Agreement, (a) Seelos and its Sublicensees may disclose Confidential Information of Licensor for which money damages will not provide an adequate remedy. Accordinglyor otherwise in connection with Regulatory Approval and (b) Seelos may disclose Confidential Information of Licensor to prospective debt and equity investors and intermediaries, whom Seelos believes in its reasonable discretion are responsible and bona fide, in connection with pitches and other private and public fundraising activities including but not limited to road shows; except that in no event shall Seelos make any such disclosure which would deprive any Trade Secret of Licensor within the event DMF of legal protection as a breach of Section 15.1 hereof, the trade secret. Seelos shall use Commercially Reasonable Efforts to require such debt and equity investors and intermediaries to sign a non-breaching Party shall (in addition disclosure/non-use agreement containing the confidentiality protections herein with respect to all other rights and remedies they may have pursuant Confidential Information provided by Licensor to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofSeelos.

Exceptions. The Parties’ respective obligations under Section 15.1 will restrictions imposed by clause 11.1 shall not apply to the disclosure of any such information: (a) that is, as of the time of its disclosure : 11.2.1 which now or thereafter becomes, part of hereafter comes into the public domain through otherwise than as a source result of a breach of an undertaking of confidentiality or which is obtainable with no more than reasonable diligence from sources other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that parties hereto; 11.2.2 which is independently developed required by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known law to be under a confidentiality obligation disclosed to any person who is authorised by law to receive the disclosing Party or (e) that same; 11.2.3 which is required to be disclosed by the regulations of any recognised exchange upon which the share capital of the party making the disclosure is or is proposed to be from time to time listed or dealt in; 11.2.4 to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the disclosing party is a party; 11.2.5 to the Authority and otherwise in accordance with the provisions of the RO Order, the ROS Order, the XXXX Order, the CCL Rules, the XXXX Regulations, the FIT Order, a Connection Agreement or pursuant to applicable lawany licence held under the Act; 11.2.6 in accordance with the BSC Framework Agreement; 11.2.7 to any consultants, rulebanks or professional advisers of the disclosing party, regulation, requirement provided enforceable undertakings to observe the same restrictions on the use of any law enforcement agency, court order the relevant information as are contained in this clause 11 have been obtained prior to such disclosure. If disclosure is made to a bank or other adviser who is not a legal process or at financial adviser, the request of a regulatory authority. The Parties acknowledge that disclosing party must inform the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality other party in advance of the preceding paragraphsdisclosure and deliver the undertaking to the other party; 11.2.8 from any party to any instrument or agency of Government or the European Union having jurisdiction in respect of inter-state commerce, BNY Mellon acknowledges competition or energy; 11.2.9 to the Authority, the Scottish Ministers, the Secretary of State or the Department of Enterprise, Trade and agrees that Customers are prohibited by law Investment ("DETI") and their respective agents to enable the Authority, the Scottish Ministers, the Secretary of State or the DETI to monitor developments concerning the generation of electricity from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information non-fossil fuel sources or to BNY Mellon hereunder is made strictly enable those persons or entities to discharge their duties under the conditions of confidentiality set forth in Section 15.1 hereof and solely for Act, the purposes of RO Order, the ROS Order, the XXXX Order, the CCL Rules, the FIT Order or the XXXX Regulations; 11.2.10 to or by NFPAS as necessary to facilitate the performance of custodial services hereunderthis Agreement; 11.2.11 by NFPAS to any person as to the total number of Renewables Benefits that have, or FIT accredited output that has, been sold to Successful Bidders in any unauthorized disclosure or misuse Auction, the total amount payable by Successful Bidders to NFPAS in respect of such information (including by BNY Mellon Renewables Benefits or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to FIT accredited output and use details of any and all such information shall be restricted as described in Section 15.1 hereof, and Renewables Benefits or FIT Accreditation that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law have been revoked; and 11.2.12 by NFPAS to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm its sub-contractors to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the nonextent required to enable such sub-breaching Party shall (in addition contractor to all other rights and remedies they may have pursuant to carry out NFPAS' obligations under this Agreement and at law or who shall be made aware by NFPAS of its obligations under this Agreement and shall be required by NFPAS to observe the same restrictions on the use of the confidential information as are contained in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthis clause 11.

Exceptions. The Notwithstanding the prohibition in Section X(B), a party (the “Disclosing Party”) shall be entitled to disclose Confidential Information about the other parties (the “Non-Disclosing Parties’ respective ”): (1) where “VF” is the Disclosing Party, to its Controlled Affiliates and its and their Representatives to the extent necessary to permit “VF”, its Controlled Affiliates, and its and their Representatives to produce Licensee’s NFT’s and services and with respect to Licensor, to its Affiliates and its and their Representatives to perform their obligations under Section 15.1 will not apply hereunder; (2) to any the extent such information: (a) that is, as of the time of its disclosure or thereafter becomes, information becomes lawfully part of the public domain through or is obtained from a source third-party other than in violation of this or any other restrictive agreement with the receiving Disclosing Party, its Affiliates or Controlled Affiliates (as applicable) and their Representatives; (b3) as compelled or required by a valid subpoena or other legal mandate; provided, however, in the event that was known to the receiving Disclosing Party or its Representatives receive such a subpoena or other legal mandate, it shall provide the Non-Disclosing Parties with prompt written notice of same as far in advance as practicable of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by date the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement make such disclosure so that the Non-Disclosing Parties may seek an appropriate protective order for the Confidential Information or waive compliance with the provisions of any law enforcement agency, court Section X (B); and in the absence of a protective order or other legal process or at the request receipt of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services waiver hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon the Disclosing Party or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. AccordinglyRepresentatives is nonetheless, in the event written opinion of a breach such party’s legal counsel, so compelled to disclose the Confidential Information, such party or its Representative may disclose only that portion of Section 15.1 hereofthe Confidential Information that is, based on the written advice of its legal counsel, legally required to be disclosed; (4) as required by applicable law, rule or regulation, including without limitation, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, rules of any information in violation exchange or quotation system on which Licensee’s, its Controlled Affiliates’, Licensor’s, or its Affiliates’ class or series of Section 15.1 hereof.equity is listed or quoted for trading, as applicable;

Exceptions. The Parties’ respective obligations ownership by Lxxxxx of up to five percent (5%) of any class of securities of any company which has a class of securities registered under Section 15.1 will 12 of the Securities Exchange Act of 1934, as amended, shall not apply constitute a breach of this Agreement. Nothing in this Agreement shall be construed as prohibiting Lxxxxx from directly or indirectly selling any products to any such information: (a) customer that isis not a Mass Merchant. Nothing in this Agreement shall be construed as prohibiting Lxxxxx from selling any freshener products, as except for the sale to Lowe’s of the time freshener products currently being sold to Lowe’s by the Company for use with ceiling fans. In addition, should Lxxxxx wish during the Restricted Period to invest in, be employed by or otherwise provide services to any Person (except J. Xxxx, Creative Concepts, Axxxxx Lighting (Westinghouse), Fantech or any Person who acquires all or substantially all of the stock in or assets of any of the foregoing Persons) whose primary business is not within the scope of the Competing Business, but who conducts the Competing Business as a secondary or incidental activity, Lxxxxx, upon prior notice to Buyer, may engage in such primary business; provided that (i) the secondary or incidental Competing Business does not represent more than ten percent (10%) of total sales for the preceding fiscal year (as determined every year during the Restricted Period) of such other Person; (ii) Lxxxxx does not directly or indirectly provide services, consultation or advice to the subsidiary, division or other segment of that Person that is conducting the Competing Business and (iii) Lxxxxx provides Buyer with prior notice thereof. (i) Buyer notifies Lxxxxx that the TSI Group shall not pursue such Business Opportunity, (ii) Buyer fails to notify Lxxxxx in writing of its disclosure or thereafter becomes, part decision to pursue such Business Opportunity prior to the end of the public domain through relevant 30-day period or (iii) Buyer elects to pursue such Business Opportunity but fails to receive a source other than the receiving Party; (b) that was known purchase order for Ceiling Medallions from or deliver Ceiling Medallions to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that Person constituting such Business Opportunity within 365 days, if such Person is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsMass Merchant, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly180 days, in the event case of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other potential customers, following the end of the relevant 30-day period, then Lxxxxx and his Affiliates shall be permitted to pursue such Business Opportunity independently of the TSI Group and shall be deemed to have a royalty-free nonexclusive license under the intellectual property rights owned or licensed by Parent and remedies they may its Affiliates to the extent required to pursue such Business Opportunity. If Lxxxxx and/or his Affiliates pursues and obtains such Business Opportunity (as evidenced by a purchase order for Ceiling Medallions from or the delivery of Ceiling Medallions to the Person constituting such Business Opportunity), then to the extent the TSI Group produces or is able to produce such Ceiling Medallions at a capacity sufficient to fill Lxxxxx’x and/or his Affiliates orders in a timely manner, Lxxxxx and/or his Affiliates shall purchase from the TSI Group, and the TSI Group shall sell to Lxxxxx and/or his Affiliates, all of the Ceiling Medallions necessary to satisfy his or its obligations with respect to such Business Opportunity for an amount equal to the sum of the cost of the Ceiling Medallion, packaging and third-party handling charges times a multiple of 1.42 plus freight charges; provided, however, that neither Lxxxxx, his Affiliates nor the TSI Group shall have pursuant any obligation to continue this Agreement arrangement after the Restricted Period. In the event that Lxxxxx and/or his Affiliates pursues and obtains such Business Opportunity, then Buyer shall not, and Buyer shall cause its Affiliates to not, directly or indirectly, at law any time during the Restricted Period, solicit or obtain such Business Opportunity until Lxxxxx and/or his Affiliates are no longer providing Ceiling Medallions in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofconnection with such Business Opportunity.

Exceptions. The Parties’ respective obligations under Section 15.1 will (i) Prior to (but not apply to at any such information: time from or after) obtaining the Transactions Approval, if Parent receives a bona fide, written Acquisition Proposal from a Third Party after the date hereof (athat has not been withdrawn) that is, as did not result from a breach or violation of the time provisions of Section 7.6(a) and, prior to taking any action described in clauses (A) and (B) below, (x) the Special Committee determines in good faith, after consultation with outside legal counsel that (1) based on the information then available and after consultation with its financial advisors of nationally recognized reputation, such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (2) the failure to take such action is reasonably likely to result in a breach of its disclosure or thereafter becomesfiduciary duties to its stockholders under applicable Law and (y) Parent shall have complied with Section 7.6(c), part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference then Parent may, in response to such information; Acquisition Proposal, directly or indirectly through its Representatives, (dA) that is subsequently learned from a third party not known engage in negotiations or discussions with such Third Party and its Representatives or financing sources with respect to be under a confidentiality obligation such Acquisition Proposal and (B) thereafter furnish to the disclosing such Third Party or (e) that is required its Representatives or financing sources non-public information relating to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Parent or any of its employees or agents, or Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be promptly (and in any trading on event within twenty-four (24) hours) provided for informational purposes only to the basis Sellers’ Representative) with such Third Party with terms no less favorable to Parent than those contained in the Confidentiality Agreement and containing additional provisions that expressly permit Parent to comply with the terms of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, this Section 7.6; provided that access to and use of any and all such information provided or made available to such Third Party (to the extent that such information has not been previously provided or made available to the Sellers’ Representative) is provided or made available to the Sellers’ Representative, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party. (ii) At any time prior to obtaining the Transactions Approval, if a material fact, event, change, development, or set of circumstances (other than an Acquisition Proposal) affecting the business, assets or operations of Parent and occurring or arising after the date of this Agreement that was not known or reasonably foreseeable by Parent, the Special Committee or the Parent Board as of or prior to the date of this Agreement (such material fact, event, change development or set of circumstances affecting the business, assets or operations of Parent, an “Intervening Event”), becomes known to the Special Committee (provided that no fact, event, change, development or set of circumstances shall be restricted as described in Section 15.1 hereofconstitute an Intervening Event if such fact, and that BNY Mellon shall apprise all such persons having access event, change, development or set of circumstances (i) affects the dry bulk shipping industry generally or (ii) resulted from or arose out of the obligation hereunder announcement, pendency or consummation of the Transactions or the compliance by Parent with its covenants and agreements hereunder, including under applicable law to prevent unauthorized disclosure Sections 7.1 and 7.2) and (x) the Special Committee or the Parent Board determines in good faith, after consultation with outside legal counsel and its financial advisors of nationally recognized reputation, that in light of such Confidential Information. The Parties acknowledge and agree that any breach Intervening Event, the failure of Section 15.1 hereof would cause not only financial damagethe Special Committee or the Parent Board, but irreparable harm as applicable, to the other Party, for which money damages will not provide effect an adequate remedy. Accordingly, Adverse Recommendation Change is reasonably likely to result in the event of a breach of Section 15.1 hereofits fiduciary duties to Parent’s stockholders under applicable Law, the non-breaching Party Special Committee or the Parent Board, as applicable, may make an Adverse Recommendation Change; provided, however, that the Special Committee and the Parent Board shall not be entitled to exercise their respective rights to make an Adverse Recommendation Change pursuant to this Section 7.6(b)(ii) unless Parent has (A) provided to the Sellers’ Representative at least three (3) calendar days’ prior written notice (the “Notice Period”) advising the Sellers’ Representative that the Special Committee or the Parent Board intends to take such action and specifying the facts underlying the Special Committee or the Parent Board’s determination that an Intervening Event has occurred, and the reasons for the Adverse Recommendation Change, in addition reasonable detail, (B) during the Notice Period, if requested (orally or in writing) by the Sellers’ Representative, engaged in good faith negotiations with the Sellers’ Representative to all other rights amend this Agreement in such a manner that obviates the need for an Adverse Recommendation Change as a result of the Intervening Event and remedies they may (C) following the Notice Period, the Special Committee shall have pursuant considered in good faith any proposed amendments to this Agreement and the Related Agreements and determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, taking into account any changes to this Agreement or the Related Agreements made or proposed in writing by the Sellers’ Representative, that such changes would not obviate the need for an Adverse Recommendation Change in response to such Intervening Event. (iii) Prior to (but not at law any time from or after) obtaining the Transactions Approval, the Special Committee may, following receipt of and on account of a Superior Proposal, make an Adverse Recommendation Change in equity) connection with such Superior Proposal, if such Superior Proposal did not result from a breach or violation of the provisions of Section 7.6 and the Special Committee determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that in light of such Superior Proposal, the failure of the Special Committee to take such action is reasonably likely to result in a breach of its fiduciary duties to its stockholders under applicable Law; provided, however, the Special Committee shall not be entitled to effect an injunctionAdverse Recommendation Change in connection with a Superior Proposal unless (A) the Special Committee promptly notifies the Sellers’ Representative, without in writing within the necessity Notice Period before making an Adverse Recommendation Change, of posting its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that Parent has received an Acquisition Proposal that the Special Committee has determined to be a Superior Proposal and that the Special Committee intends to make an Adverse Recommendation Change; (B) the Special Committee attaches to such notice the most current version of the proposed transaction agreements and the identity of the Third Party making such Superior Proposal; (C) during the Notice Period, if requested (orally or in writing) by the Sellers’ Representative, the Special Committee has, and has directed its Representatives to, engaged in negotiations with the Sellers’ Representative in good faith to amend this Agreement or any bond Related Agreement in such a manner that such Superior Proposal ceases to constitute a Superior Proposal; and (D) following the Notice Period, the Special Committee shall have considered in good faith any proposed amendments to this Agreement and any Related Agreement and determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, taking into account any changes to this Agreement or suretyany Related Agreement made or proposed in writing by the Sellers’ Representative, that such Superior Proposal continues to restrain constitute a Superior Proposal; provided, however that with respect to any applicable Superior Proposal, any amendment to the financial terms or any other material amendment to a term of such Superior Proposal shall require a new written notice by the Special Committee and a new Notice Period, and no such Adverse Recommendation Change in connection with such Superior Proposal may be made during any Notice Period. (iv) In addition, nothing contained herein shall prevent the Special Committee or the Parent Board from (i) complying with Rule 14e-2(a) under the 1934 Act with regard to an Acquisition Proposal so long as any action taken or statement made to so comply is consistent with this Section 7.6; provided, that any such action taken or statement made that is not an express rejection of an Acquisition Proposal or an express reaffirmation of the Special Committee Recommendation and Parent Board Recommendation shall be deemed an Adverse Recommendation Change, or (ii) issuing a “stop, look and listen” disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsimilar communication pursuant to Rule 14d-9(f) under the 1934 Act (which it is agreed shall not constitute an Adverse Recommendation Change).

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source Any other than the receiving Party; (b) that was known provision herein to the receiving Party as of contrary notwithstanding, the time of its disclosure and was Company shall not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation obligated pursuant to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed indemnify the Indemnitee: (a) for an accounting of profits made from the purchase and sale (or sale and purchase) by the Funds Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (b) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to applicable law. Without limiting the generality Section 304 of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure Sxxxxxxx-Xxxxx Act of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under 2002 (the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents“Sxxxxxxx-Xxxxx Act”), or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm payment to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in Company of profits arising from the event purchase and sale by the Indemnitee of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information securities in violation of Section 15.1 hereof306 of the Sxxxxxxx-Xxxxx Act); (c) with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of the State of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement, the certificate of incorporation or bylaws of the Company or any other statute or law or otherwise as required under Section 145; (d) for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or (e) for any amounts paid in settlement of a proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 12.1, 12.3 and 12.7 will not apply to any such information: (a) that is, as of Confidential Information: 12.2.1. which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 12.2.2. which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 12.2.3. which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 12.2.4. which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 12.2.5. which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to applicable lawApplicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to the Xxxxxxxxx Compounds or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 12.2.5 will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence other Parties and/or the Company (as the case may be) may obtain reasonable assurances [**] Certain information in this document has been omitted and terms of this Agreement are required filed separately with the Securities and Exchange Commission. that confidential treatment will be accorded to be publicly disclosed by the Funds pursuant to applicable law. Without such information; and (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Option Agreement, each License Agreement and at law any Ancillary Agreement required to be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known Notwithstanding anything in this Agreement to the receiving Party as of contrary, at any time prior to, but not after, the time of its disclosure approval and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms adoption of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting Company’s stockholders, the generality Company, directly or indirectly through its Representatives, may, as long as the Company, its Subsidiaries and their Representatives shall not have breached or taken any action inconsistent with Section 6.03(a), (i) engage in negotiations or discussions with any Third Party and its Representatives that has made after the date of this Agreement a Company Acquisition Proposal that the Board of Directors of the preceding paragraphsCompany reasonably believes constitutes or would reasonably be expected to lead to a Superior Proposal, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective (ii) furnish to such Third Party or its Representatives non-public disclosure of information regarding portfolio holdings, that disclosure of any and all such information relating to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees Subsidiaries or agentsafford access to the business, properties, assets, books or records of the Company or any trading on of its Subsidiaries to such Third Party, in each case pursuant to a customary confidentiality agreement (which confidentiality agreement shall not prohibit the basis of Company or its Subsidiaries from providing any information to Parent required by this Section 6.03) with such information by anyone Third Party with terms no less favorable to the Company than those contained in receipt of such information) may constitute the Confidentiality Agreement (and in any event, which includes a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiescustomary standstill provision); provided, however, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof(to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent prior to or substantially concurrently with the time it is provided or made available to such Third Party, and that BNY Mellon shall apprise all such persons having access subject to the right of the obligation hereunder Company to withhold information where such disclosure would contravene any Applicable Law and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree (iii) take any nonappealable, final action that any breach court of competent jurisdiction orders the Company to take, in each case referred to in the foregoing subclauses, (i) and (ii) only if the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel and its financial advisors, that the failure to take such action could reasonably be determined to be inconsistent with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Board of Directors of the Company from (x) complying with Rule 14e-2(a) under the 1934 Act with regard to a Company Acquisition Proposal so long as any action taken or statement made to so comply is consistent with this Section 15.1 hereof would cause not only financial damage6.03, but irreparable harm (y) making any disclosure to the other Party, for which money damages will not provide an adequate remedy. AccordinglyCompany’s stockholders if, in the event good faith judgment of the Board of Directors of the Company, after receipt of advice from its outside counsel, failure to so disclose could reasonably be determined to be inconsistent with its fiduciary duties or Applicable Law, or (z) issuing a breach of Section 15.1 hereof“stop, the non-breaching Party shall (in addition to all other rights look and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain listen” disclosure or misuse, in whole or in part, similar communication of any information in violation of Section 15.1 hereofthe type contemplated by Rule 14d-9(f) under the 1934 Act.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 3.1, 3.3 and 3.4 will not apply to any such information: (a) that is, as of Confidential Information: 3.2.1 which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 3.2.2 which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the JV Agreement, each License, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 3.2.3 which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 3.2.4 which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the JV Agreement, each License, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 3.2.5 which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to applicable lawany Applicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 3.2.5 will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition JV Agreement, each License and any Ancillary Agreement required to all other rights and remedies they may have pursuant to this Agreement and at law be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under Notwithstanding any other provision of this Agreement, unless GP fails to supply BMX (within the meaning of Section 15.1 will not apply 8.1(i)) with any item listed below G-P shall at all times have the exclusive right and obligation to make, or have made by a Third Party, the following items: [***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [***]. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase such information: items from GP in reasonable commercial quantities to be used by BMX for the purposes of this Agreement. (ai) that isNotwithstanding any other provision of this Agreement, GP shall have no obligation to make any disclosure to BMX concerning the manufacture of the above-listed items unless GP fails to supply BMX with such item, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely 8.1 (i). (ii) Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase any or all of the above-listed items from a Third Party or to manufacture such items itself; provided, however, that nothing contained herein shall require GP to make any disclosure of Confidential Information to BMX or to such Third Party in connection with BMX's purchase of such items from the Third Party. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase, in reasonable commercial quantities to be used by BMX for the purposes of this Agreement, any or all of the performance of custodial services hereunderabove items directly from any entity which supplies such items to GP in the same form as purchased by GP; provided, however, that nothing contained herein shall require GP to make any unauthorized disclosure of Confidential Information to BMX, or misuse require GP to permit such disclosure to BMX by such Third Party, in connection with BMX's purchase of such information items from the Third Party. (including iii) Immediately following execution of this Agreement, GP shall use its best efforts to arrange for a Third Party supplier to manufacture [***] used by BNY Mellon or BMX in accordance with the rights granted by this Agreement. Upon completion of arrangements with a Third Party supplier, any requests by BMX for [***] used in accordance with the rights granted by this Agreement shall be made to GP and GP shall direct such requests to the Third Party supplier. BMX shall have the right to disclose any Confidential Information concerning such [***] only to the Third Party supplier and to decline to disclose such Confidential Information to GP. (iv) If GP makes improvements to any of its employees the above-listed items, it shall make such improvements reasonably available to BMX pursuant to this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (v) GP shall at all times after July 1, 2002 have the right on written notice to BMX to require BMX to assume responsibility for manufacturing any or agentsall of the items listed above. Promptly after GP delivers any such notice, or the Parties shall meet to agree, reasonably and in good faith, upon a plan for transition of manufacturing from GP to BMX. As part of any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiestransition, that access to and use of GP shall make any and all disclosures necessary to permit BMX to make or have made such information items. (vi) BMX shall be restricted as described not have any right to analyze, dissect, or disassemble any such item which is not properly available from sources other than GP in Section 15.1 hereof, and that BNY Mellon shall apprise all order to circumvent the need to for BMX to acquire such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law item from GP or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofGP's supplier.

Exceptions. The Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is necessary in the following instances: 15.3.1. filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that a Party is expressly permitted to obtain under this Agreement; 15.3.2. regulatory filings for Licensed Products as permitted by this Agreement; 15.3.3. prosecuting or defending litigation as permitted by this Agreement; 15.3.4. complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, including the rules or guidance of the U.S. Securities and Exchange Commission and/or any stock exchange and including rules or guidance of the Internal Revenue Service and/or any taxing authority; 15.3.5. disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties’ respective obligations under Section 15.1 will not apply , and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such information: (a) that isThird Party agrees to be bound by reasonable obligations of confidentiality and non-use; and 15.3.6. Zosano may provide to ALZA Corporation a copy of this Agreement, as redacted by Lilly to exclude any information not necessary for assessing Zosano’s compliance with the ALZA Agreement; provided, however, that, if a Party is required to make a disclosure of the time of its disclosure or thereafter becomesother Party’s Confidential Information pursuant to this Section 15.3 it shall, part of the public domain through a source other than the receiving Party; (b) that was known except where impracticable, give reasonable advance notice to the receiving other Party as of such disclosure request or requirement so that the time other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving this Agreement. The Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding anything contained in this Agreement to the contrary, but subject to compliance with the other provisions of this ‎Section 6.04, at any such information: (a) that is, as time prior to receipt of the time Company Shareholder Approval, in the event the Company receives a bona fide unsolicited Acquisition Proposal from a Third Party that did not result from a breach of this ‎Section 6.04: (i) if the Board of Directors determines in good faith, after consultation with its disclosure outside legal counsel and financial advisors, that (A) such Acquisition Proposal constitutes, or thereafter becomeswould reasonably be expected to lead to, part of a Superior Proposal and (B) failure to engage in negotiations or discussions with such Third Party would be inconsistent with its fiduciary duties, then the public domain through a source other than the receiving Party; Company may (b1) that was known engage in negotiations or discussions with such Third Party and its Representatives and (2) furnish to such Third Party or its Representatives nonpublic information relating to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees Subsidiaries and afford access to the business, properties, assets, books or agentsrecords of the Company or any of its Subsidiaries pursuant to a confidentiality agreement no less favorable in any material respect to the Company than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”); provided that, (x) to the extent that any nonpublic ​ ​ information relating to the Company or its Subsidiaries is provided to any such Third Party or any such Third Party is given access which was not previously provided to or made available to Parent, such nonpublic information or access is provided or made available to Parent prior to or substantially concurrently with it being shared with such Third Party and (y) any competitively sensitive information or data provided to any such Third Party in accordance with this ‎Section 6.04 who is, or whose Affiliates include, a competitor, supplier or customer of the Company or any trading on of its Subsidiaries will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data and upon request the basis Company will provide Parent with evidence of such information by anyone arrangements; and (ii) subject to compliance with ‎Section 6.04(d), the Board of Directors may, (A) in response to the receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause bona fide unsolicited written Acquisition Proposal from a Third Party which did not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of result from a breach of Section 15.1 hereofthis ‎Section 6.04 and that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with ‎Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal, or (B) in response to an Intervening Event, make an Adverse Recommendation Change of the type described in clause (A) or (E) of the definition thereof, if and only if, in each case, the non-breaching Party Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties. In addition, nothing contained herein shall prevent the Company or the Board of Directors (or any committee thereof) from (A) taking and disclosing to the Company’s shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act (or any similar communication to shareholders in addition connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to all other rights and remedies they may have pursuant shareholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor the Board of Directors may recommend any Acquisition Proposal unless permitted by this ‎Section 6.04(b)), (B) issuing a “stop, look and at law listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act or (C) contacting and engaging in equity) be entitled discussions with any Person or group who has made an offer with respect to an injunction, without Acquisition Proposal that was not solicited in breach of this ‎Section 6.04 for the necessity purpose of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, clarifying the terms of any information in violation of Section 15.1 hereofsuch offer.

Exceptions. The Parties’ respective obligations under Section 15.1 provisions of Article 6.1 will not apply to any such information: information that (ai) that is, as is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Receiving Party at the time of its disclosure or thereafter becomes, part of receipt from the public domain through a source other than the receiving Disclosing Party; (biii) that was known to the receiving Party as of the time of its disclosure and was is rightly received from a third party who did not otherwise subject to confidentiality obligationsacquire or disclose such information by wrongful or tortious act; (civ) that is can be shown by documentation to have been independently developed by the receiving Receiving Party without reference to such informationany Confidential Information; or (dv) that is subsequently learned from a third party not known to be under a confidentiality obligation approved in writing for public release by the Disclosing Party. Unless expressly permitted hereunder, (A) prior to the disclosing Party or first commercial sale of an Enabled Device, UPI may not, without Licensee's prior written approval (ewhich shall not be unreasonably withheld), disclose the fact that this Agreement pertains to operation in a Licensed Airlink Protocol environment, and (B) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at neither party may disclose the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are without the other party's prior written approval, which shall not be unreasonably withheld. UPI may also disclose the terms of this Agreement to any prospective investor in or acquirer of UPI; provided, however, that (a) prior to -------- ------- the first commercial sale of an Enabled Device, such disclosure shall require Licensee's prior consent, which shall not be unreasonably withheld, and (b) the prospective investor or acquirer shall sign a nondisclosure agreement. If the Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, the Receiving Party will give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party will disclose only such information as is legally required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality upon advice of the preceding paragraphs, BNY Mellon acknowledges Receiving Party's legal counsel and agrees will use its reasonable efforts to obtain confidential treatment for any Confidential Information that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofso disclosed.

Exceptions. The Parties’ respective Receiving Party’s obligations under Section 15.1 will not apply 8.1 with respect to any Confidential Information will terminate to the extent that the Receiving Party can demonstrate that such information: (a) that is, as of was already known to the Receiving Party at the time of its disclosure or thereafter becomes, part of by the public domain through a source other than Disclosing Party as evidenced by the receiving Receiving Party’s contemporaneous written records; (b) that was known is disclosed to the receiving Receiving Party as by a third party who had the right to make such disclosure without breach of the time of its disclosure and was not otherwise subject to any confidentiality obligationsrestrictions; (c) that is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the receiving Receiving Party without reference access to, or use of, the Confidential Information as evidenced by the Receiving Party’s contemporaneous written records. In addition, (i) the Receiving Party will be allowed to disclose: (x) the Confidential Information of the Disclosing Party to the extent that such disclosure is previously and expressly approved in writing by the Disclosing Party on a case-by-case basis or required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing prior to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosure and cooperates with the disclosing Party or (e) that is required to be disclosed pursuant to applicable lawDisclosing Party, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of a regulatory authority. The Parties acknowledge that such required disclosure and (y) the existence and key terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse as part of such information Receiving Party’s normal reporting, rating, or review procedure (including by BNY Mellon normal credit rating and pricing process), or, in connection with such Receiving Party’s or any of its employees or agentsAffiliates’ normal fund raising activities or, or any trading on to the basis of extent applicable, the Receiving Party’s discussions with third parties regarding possible strategic alternatives (provided that, in each case, the persons receiving such information by anyone Confidential Information agree in receipt writing to maintain the confidentiality of such information) may constitute a criminal offense of trading on ), but and in no event will any such third party be provided any Licensed Know-How, Improvements or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofDocumentation, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder (ii) Licensor may disclose Confidential Information, including this Agreement, to its parent company, Caladrius, and under applicable law to prevent unauthorized disclosure of Caladrius may disclose such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Information to the extent required under law (as determined by Caladrius in its sole discretion) in connection with reports, registration statements, prospectuses, proxy statements and other Party, for which money damages will not provide an adequate remedy. Accordingly, in documents it files with the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights Securities and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofExchange Commission.

Exceptions. (a) The Parties’ respective obligations under Section 15.1 will of confidentiality and nondisclosure shall not apply to any such information: Confidential Information which the Receiving Party can demonstrate by competent evidence (ai) that is, as of at the time of its disclosure or thereafter becomes, is in the public domain; (ii) after disclosure becomes part of the public domain through a source other than no act or omission by the receiving Receiving Party; (biii) that was known to in the receiving Party as possession of the time of its Receiving Party prior to disclosure and was not otherwise subject to confidentiality obligationsor development under this Agreement; (civ) that is rightly received by the Receiving Party, without obligation of secrecy, from a Third Party who was entitled to receive and transfer such; or (v) is independently developed by employees of the receiving Receiving Party without reference to such information; Confidential Information of the Disclosing Party. (db) that is subsequently learned from a third party not known The Receiving Party shall also be entitled to be under a confidentiality obligation to disclose the disclosing Party or Disclosing Party’s Confidential Information: (ei) that is required to be disclosed pursuant by applicable laws or regulations (including, without limitation, to applicable lawcomply with Securities and Exchange Commission, rulein accordance with generally accepted accounting principles, regulation, requirement or stock exchange disclosure requirements) or by order of any law enforcement agency, governmental body or a court order or other legal process or at of competent jurisdiction; (ii) to regulatory authorities for the request purpose of seeking regulatory approval of a regulatory authority. The Tocagen Product in the case of Tocagen or a Commercial Product in the case of Siemens; (iii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iv) as may be necessary to Third Parties acknowledge in connection with business transactions with the Parties, provided, that such Third Parties shall be bound by a confidentiality agreement obligating them to keep such information confidential consistent with the existence and terms of this Agreement are Agreement; and (v) as may be required otherwise, provided that the Receiving Party gives the Disclosing Party an outline of the material to be disclosed and the Disclosing Party shall consent to such disclosure; provided, that the Receiving Party required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all disclose such information shall use Commercially Reasonable Efforts to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis obtain confidential treatment of such information by anyone in receipt of such information) may constitute a criminal offense of trading on the agency or tipping of material inside information regarding publicly traded securities, that access court or other disclosee to and use of any and all such information shall be restricted as described in Section 15.1 hereofthe maximum permitted extent under law, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglythat, in the event case of disclosures under (i) shall provide the Disclosing Party with a breach copy of Section 15.1 hereof, the non-breaching Party shall (proposed disclosure in addition sufficient time to all other rights and remedies they may have pursuant allow reasonable opportunity to this Agreement and at law comment or in equity) be entitled institute legal action to an injunction, without the necessity of posting any bond or surety, to restrain prevent disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthereon.

Exceptions. 8.3.1 The Parties’ respective obligations under this Section 15.1 will shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4) and Rule 406 under the Securities Act of 1933 and submitted separately with the Securities and Exchange Commission. (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 8.3.2 The restrictions set forth in this Section shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process or at the request of a regulatory authority. The Parties acknowledge governmental order, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 8.3.3 In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under restrictions in this Section 15.1 will not apply to any such information: information that: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such informationparty; (db) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. e) As part of conducting a background and/or criminal history investigation pursuant to Appendix A, Section 9.J, Customer or its designee, including the Texas Department of Public Safety, may obtain information regarding AT&T employees or subcontractors, which includes, but is not limited to, name, address, telephone number, driver’s license number, date of birth, health information, biometric data and other personal information obtained in connection with the investigation (collectively, “Sensitive Personal Information” or “SPI”). Customer and its designee(s) shall consider SPI to be private, sensitive and confidential. SPI may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T, and requires a high degree of protection. Customer shall comply with all applicable privacy laws and regulations and must treat such SPI with the same degree of care as Customer would treat SPI of its own employees and subcontractors including, without limitation: (i) Collect SPI only as needed for a background and/or criminal history investigation or otherwise as permissible under this Agreement; (ii) Not use, disclose, or distribute any SPI except in connection with a background and/or criminal history investigation or otherwise as permissible under this Agreement; (iii) Store and transmit SPI securely, including without limitation encrypting SPI when it is at rest and being transmitted; (iv) Restrict access to SPI only to those employees of Customer or its designee(s) that is subsequently learned from a require access to perform the services under this Agreement; (v) Immediately notify AT&T if Customer becomes aware that (a) any of the above provisions has been breached; (b) any disclosure of SPI to any third party not known expressly permitted herein to receive or have access to SPI; or (c) any breach of, or other security incident involving, Customer’s systems or network that could cause or permit access to SPI inconsistent with the above- referenced provisions. Customer shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be under a confidentiality obligation to taken including the disclosing Party full scope of the breach, disclosure or (e) that is required security incident, corrective steps to be disclosed pursuant to applicable lawtaken by Customer, rule, regulation, requirement the nature and content of any notifications, law enforcement agencyinvolvement, court order or news/press/media contact etc., and Customer shall not communicate directly with any AT&T employee or subcontractor without AT&T’s consent, which such consent shall not be unreasonably withheld; and (vi) Implement any other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence administrative, physical, and terms of this Agreement are required technical safeguards to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsensure proper use, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that protect against any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in partdisclosure, of any information in violation of Section 15.1 hereofSPI.

Exceptions. The Parties’ respective Notwithstanding Section 6.04(a), at any time prior to obtaining Company Stockholder Approval, so long as none of the Company, its Subsidiaries or their Representatives have breached or taken any action inconsistent with the Company’s obligations under Section 15.1 will not apply to any such information: 6.04(a): (ai) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known subject to the receiving required fiduciary determinations provided below, the Company, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in negotiations or discussions with any Third Party as and its Representatives or financing sources that has made after the date of this agreement a bona fide written unsolicited Acquisition Proposal that the time Board of Directors determines in good faith after consultation with outside legal counsel and its disclosure financial advisor would reasonably be expected to constitute or result in a Superior Proposal and was not otherwise subject to confidentiality obligations; (cB) that is independently developed by the receiving Party without reference furnish to such information; Third Party making such Acquisition Proposal referred to in the foregoing clause (dA) that is subsequently learned from a third party not known to be under a confidentiality obligation or its Representatives or its financing sources non-public information relating to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees or agents, or any trading on Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Parent) with such Third Party with terms no less favorable to the basis of such information by anyone Company than those contained in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, the Confidentiality Agreement (prior to giving effect to Section 7.01); provided that access to and use of any and all such information shall be restricted (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as described in Section 15.1 hereofthe case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree (C) take any nonappealable, final action that any breach court of Section 15.1 hereof would cause not only financial damage, but irreparable harm competent jurisdiction orders the Company to take; (ii) subject to the required fiduciary determinations and compliance with the Notice Period and other Partyrelated provisions provided below, for which money damages will the Board of Directors may make an Adverse Recommendation Change (A) in connection with a bona fide written unsolicited Acquisition Proposal (that did not provide an adequate remedy. Accordingly, in the event arise out of a breach of this Section 15.1 hereof6.04) that the Board of Directors concludes in good faith constitutes a Superior Proposal or (B) in connection with an Intervening Event; and (iii) subject to the required fiduciary determinations and compliance with the Notice Period and other related provisions provided below, the non-breaching Party shall Company may terminate this Agreement to enter into a definitive agreement with respect to a bona fide written unsolicited Acquisition Proposal (that did not arise out of a breach of this Section 6.04) that the Board of Directors concludes in addition good faith constitutes a Superior Proposal (a “Superior Proposal Termination”); provided that concurrently with such Superior Proposal Termination the Company pays the Company Termination Fee payable pursuant to all other rights Section 11.04 and remedies they may have enters into such definitive agreement and, provided further that any purported termination pursuant to this clause (iii) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Company Termination Fee payable pursuant to Section 11.04 and otherwise complies with the provisions of this Section 6.04; in each case referred to in the foregoing clauses (i), (ii) and (iii) ONLY IF the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel and its financial advisor, that the failure to take such action would be inconsistent with its fiduciary duties under the laws of the State of Delaware, and, further, in the case of clauses (ii) and (iii), ONLY IF, prior to effecting any Adverse Recommendation Change or Superior Proposal Termination (1) the Company notifies Parent in writing, at least five Business Days prior to effecting such Adverse Recommendation Change or Superior Proposal Termination (the “Notice Period”), of its intention to effect such Adverse Recommendation Change or Superior Proposal Termination (which notice shall, if in connection with (ii)(A) or (iii), include the terms and conditions of such Superior Proposal, the identity of the Third Party, and a copy of the most recent draft of any written agreement relating thereto (it being understood and agreed that any material amendment to the terms of such Superior Proposal shall require a new Notice Period of at least two Business Days), or, if in connection with an Intervening Event, shall include reasonable detail regarding the Intervening Event), (2) during the applicable Notice Period the Company negotiates with Parent in good faith (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement such that the Superior Proposal ceases to be a Superior Proposal or the Adverse Recommendation Change in response to the Intervening Event is no longer necessary, as applicable and (3) at law the end of the Notice Period, the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisor that such Superior Proposal continues to meet the definition of “Superior Proposal” or the Intervening Event continues to necessitate an Adverse Recommendation Change, as applicable. In addition, nothing contained herein shall prevent the Board of Directors from (i) complying with Rule 14e-2(a) under the 1934 Act with regard to an Acquisition Proposal so long as any action taken or statement made to so comply is consistent with this Section 6.04; provided that any such action taken or statement made that relates to an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the Board of Directors reaffirms the Company Board Recommendation in such statement or in equityconnection with such action or (ii) be entitled to an injunctionissuing a “stop, without the necessity of posting any bond or surety, to restrain look and listen” disclosure or misuse, in whole or in part, similar communication of any information in violation of Section 15.1 hereofthe type contemplated by Rule 14d-9(f) under the 1934 Act.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 12.1, 12.3 and 12.7 will not apply to any such information: (a) that is, as of Confidential Information: 12.2.1. which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 12.2.2. which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 12.2.3. which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 12.2.4. which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 12.2.5. which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to applicable lawApplicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to the Xxxxxxxxx Compounds or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 12.2.5 will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Option Agreement, each License Agreement and at law any Ancillary Agreement required to be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply A Party shall be entitled to use or disclose any such information: Information to the extent: (a) that is, as of the time of its disclosure such Information is or thereafter becomes, part of becomes generally known to the public domain other than through a source breach of this Agreement or any other than obligation of confidentiality between the receiving Party; Parties; (b) such Information is lawfully obtained by that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not or parties without breach of this Agreement or any other obligation of confidentiality between the Parties, as shown by documentation sufficient to establish the third party as the source of such Information and to the knowledge of the disclosing Party, without such disclosure constituting a breach by such third party or parties of an obligation of confidentiality; (c) such Information is comprised of technical information and was already known to be under a confidentiality obligation the Party prior to receipt thereof from the other Party, as shown by documentation sufficient to establish such knowledge; (d) such disclosure is required in connection with any regulatory, legal or administrative proceeding, the issues of which touch on such Information; provided that where circumstances permit prior to disclosure the disclosing Party shall notify the other Party in writing of such proposed disclosure and at the other Party’s request (and expense) the disclosing Party shall either apply for appropriate court or other orders to preserve the confidentiality of such Information or only disclose such Information to Persons who shall have agreed in writing not to use or disclose such Information to the same extent that the disclosing Party is precluded from using or disclosing such Information under this Agreement; (e) that such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or competent authority of any law enforcement agency, court order or governmental body; provided that where the circumstances permit prior to disclosure (other legal process or at than any disclosure required by applicable securities laws) the request of a regulatory authority. The Parties acknowledge that disclosing Party shall notify the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure other Party in writing of any such proposed disclosure and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to at the other Party, ’s request (and expense) apply for which money damages will not provide an adequate remedy. Accordingly, in appropriate court or other orders to preserve the event confidentiality of a breach of Section 15.1 hereof, such Information; (f) the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without provided its prior written approval for such disclosure by the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosing Party.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that isIf the Receiving Party is required by Law, as legal process, any Governmental Authority or the rules of a securities exchange to disclose any Confidential Information, the time Receiving Party shall: (i) provide prompt written notice to the Disclosing Party so the Disclosing Party may seek a protective order, narrow the scope of its disclosure or thereafter becomespursue another appropriate remedy or waive its rights under this Article 8; (ii) reasonably cooperate as reasonably requested by the Disclosing Party to seek a protective order, part narrow the scope of disclosure or pursue another appropriate remedy; and (iii) disclose only the public domain through portion of Confidential Information it is legally required to furnish. If a source protective order or other than remedy is not obtained, or the receiving Disclosing Party waives compliance under this Article 8, the Receiving Party shall, at the Disclosing Party; ’s expense, use reasonable efforts to obtain assurance that the Confidential Information will be afforded confidential treatment. (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of Nothing contained in this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon shall restrict either Party or any of its employees or agentsAffiliates with respect to any disclosure of, or with respect to, this Agreement (i) in compliance with any trading securities laws (including the Securities Act and the Exchange Act), the rules and regulations of the Securities and Exchange Commission, the rules of any securities exchange on the basis which any securities of such information Party or any of its Affiliates are listed, or the Law of any state or other jurisdiction applicable to such Party or any of its Affiliates, provided that Receiving Party has complied with the terms of Section 8.2(a) to the extent permitted by anyone in receipt Law or (ii) pursuant to the terms of a commercially reasonable, written non-disclosure agreement, to any Sublicensee, source of debt or equity financing, acquiror, or joint venturer of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglyin each case, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law whether actual or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofprospective.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than no fault of the receiving Receiving Party; ; (biii) that was known to the receiving Party as of at the time of its disclosure is already in the Receiving Party’s possession, and such prior possession can be properly demonstrated by the Receiving Party, with the exception of Confidential Information exchanged between parties prior to the execution of this Agreement; or (iv) is made available to the Receiving Party by an independent Third Party; provided, however, to the Receiving Party’s knowledge, such information was not otherwise subject to confidentiality obligations; (c) that is independently developed obtained by said Third Party, directly or indirectly, from the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to hereunder. In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the United States Securities and Exchange Commission (the “SEC”), or in the course of litigation; provided, however, in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedythe order was issued. AccordinglySpectrum may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, in file for Regulatory Approval, or commercialize the event of a breach of Section 15.1 hereofLicensed Product, or to seek, prosecute and maintain intellectual property protection for the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofLicensed Product.

Exceptions. The Parties’ respective obligations under Section 15.1 Any individual exceptions to the above policy require prior approval by the Chief Financial Officer. Any changes to the above policy require prior approval by the Board of Directors of Xxxxxxx Manufacturing Co., Inc. In order for [ ] (“Assignee Lender”) to determine whether or not it will not apply participate in the syndicated credit facility (the “Financing”) provided to any such information: Xxxxxxx Manufacturing Co., Inc. (a) the “Company”), pursuant to that isCredit Agreement dated as of October 10, 2007 (as the same may form time to time be amended, modified or restated, the “Credit Agreement”), among the Company, as borrower, Xxxxxxx Dura-Vent Company, Inc., Xxxxxxx Strong-Tie Company Inc., Xxxxxxx Strong-Tie International, Inc. and such other Material Subsidaries (as such term is defined in the Credit Agreement) of the Company as may from time to time be joined thereto as guarantors, [ ] (“Assignor Lender”) and the other banks and other institutional lenders from time to time party thereto and named therein as “Lenders”, and Xxxxx Fargo Bank, National Association in its separate capacity as administrative agent on behalf and for the benefit of itself and the Lenders (in such capacity, the “Agent”), Assignee Lender has requested, and the Company is prepared to make available to Assignee Lender, certain financial and other information relating to the Company and its disclosure affiliates which is non-public, confidential or thereafter becomesproprietary in nature. By execution of this confidentiality agreement (this “Agreement”) and as a condition to such information being furnished to Assignee Lender, part Assignee Lender agrees that all information concerning the Company, in whatever form maintained (whether documentary, computerized, electronic or otherwise), that is furnished or has been previously furnished to Assignee Lender by or on behalf of the public domain through a source other than Company (herein collectively referred to as the receiving Party; (b“Confidential Information”) that was known to in connection with the receiving Party as of the time of Financing, will be held and treated by Assignee Lender, its disclosure affiliates, and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable lawits and their respective directors, ruleofficers, regulationemployees, requirement of any law enforcement agencyadvisors, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone representatives (collectively, “Related Persons”) in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesconfidence and will not, that access to and use of any and all such information shall be restricted except as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunctionhereinafter provided, without the necessity prior written consent of posting the Company and Assignor Lender, be disclosed by Assignee Lender or any bond or surety, to restrain disclosure or misuseRelated Person in any manner whatsoever, in whole or in part, or be used by Assignee Lender or any Related Person other than in connection with Assignee Lender’s consideration or provision of the Financing. Assignee Lender further agrees to disclose Confidential Information only to Related Persons who need to know the Confidential Information for purposes of evaluating the Financing and who agree to keep such information confidential and to be bound by the terms of this Agreement to the same extent as if they were parties hereto, and for such purposes Assignee Lender shall be responsible for any breach of this Agreement by such Related Persons. In addition, subject to the last sentence of the preceding paragraph, Assignee Lender agrees that it will not make any disclosure (i) that it, Assignor Lender or the Company are having or have had discussions, or that it has received Confidential Information from the Company or Assignor Lender concerning the Financing or (ii) concerning any investigations, discussions or negotiations relating to the Financing, including the status thereof or any of the terms, conditions or other facts or events with respect thereto; provided, however, and subject to the paragraphs below, Assignee Lender may make such disclosure if in the opinion of Assignee Lender’s counsel such disclosure must be made by Assignee Lender in order that Assignee Lender not violate any applicable law, rule or regulation and, prior to such disclosure, Assignee Lender promptly advises and consults with the Company and its legal counsel concerning the information in violation Assignee Lender proposes to disclose. Notwithstanding the foregoing, for purposes of Section 15.1 hereof.this Agreement, “Confidential Information” does not include information which:

Exceptions. The Parties’ respective obligations under Section 15.1 will (a) This Clause 29 shall not apply to the extent that the Recovering Finance Party (including, for these purposes pursuant to paragraph (c) below, the Hedging Counterparty) would not, after making any such information: (a) that ispayment pursuant to this Clause, as of have a valid and enforceable claim against the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; relevant Obligor. (b) that was known A Recovering Finance Party (including, for these purposes pursuant to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; paragraph (c) below, the Hedging Counterparty) is not obliged to share with any other Finance Party any amount which the Recovering Finance Party (including, for these purposes pursuant to paragraph (c) below, the Hedging Counterparty) has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party, of the legal or arbitration proceedings; and (ii) that other Finance Party, had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. (c) This Clause 29 shall apply with the following modifications after the Security Documents have become enforceable and the Facility Agent has notified the other Finance Parties that this Clause 29.5(c) is independently developed operative: (i) paragraphs (b) and (c) of Clause 29.1 (Payments to Finance Parties) and Clauses 29.2 (Redistribution of Payments), 29.3 (Recovering Finance Party's Rights) and 29.4 (Reversal of Redistribution) shall not apply, and references to a "Recovering Finance Party" in Clause 29.1 and in this paragraph (c) shall be deemed to include the Hedging Counterparty; (ii) the Recovering Finance Party shall, at the same time as notifying the Facility Agent in accordance with Clause 29.1(a) (Payments to Finance Parties), pay an amount equal to such receipt or recovery to the Facility Agent (or directly to the Security Agent in the case of the Hedging Counterparty), which shall pay an amount equal to such amount to the Security Agent; (iii) the Security Agent shall treat the amount paid to it under paragraph (ii) above as moneys which are by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed applied by it in accordance with Clause 27.5 (Application of Proceeds) on account of, or in connection with, the obligations of the relevant Obligor under the Finance Documents and shall deal with the same accordingly; (iv) on a distribution by the Funds pursuant to applicable law. Without limiting the generality Security Agent under Clause 27.5 (Application of Proceeds) of the preceding paragraphsamount paid to it by the Facility Agent or the Hedging Counterparty under paragraph (ii) above, BNY Mellon acknowledges the Recovering Finance Party will be subrogated to the rights of the other Finance Parties which have shared in the redistribution; (v) if and agrees to the extent that Customers are prohibited the Recovering Finance Party is not able to rely on its rights under paragraph (iv) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the amount of such receipt or recovery which is immediately due and payable; and (vi) if any part of the receipt or recovery becomes repayable and is repaid by law from making selective public disclosure that Recovering Finance Party, then: (A) each other Finance Party shall, upon request of information regarding portfolio holdingsthe Security Agent (through the Facility Agent in the case of the Lenders and the Arranger), pay to the Security Agent for transmission to that disclosure Recovering Finance Party in accordance with paragraphs (B) and (C) below such amount as the Security Agent shall determine and certify to be necessary to ensure that each Secured Finance Party (including that Recovering Finance Party) bears an appropriate proportion of the repayment made by that Recovering Finance Party (such determination to be made in a manner which is consistent with the order of distribution set out in Clause 27.5 (Application of Proceeds) and the indemnities contained in this Agreement); (B) the Security Agent shall, upon receipt of each amount paid to it under paragraph (A) above, pay an amount equal to such amount to the Facility Agent or the Hedging Counterparty, as the case may be; (C) if paid to the Facility Agent under paragraph (B), the Facility Agent shall, upon receipt of each amount paid to it under paragraph (B) above, pay an amount equal to such amount to that Recovering Finance Party; and (D) that Recovering Finance Party's (including, for the avoidance of doubt, the Hedging Counterparty if the relevant Recovering Finance Party) rights of subrogation in respect of any payment made under paragraph (A) above shall be cancelled and all the relevant Obligor will be liable to the Finance Party making such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely payment for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofamount so paid.

Exceptions. The Parties’ respective obligations under of confidentiality contained in Section 15.1 6.1 will not apply to any the extent that it can be established by the Receiving Party by competent proof that such information: Confidential Information: (a) that iswas already known to the Receiving Party or its Affiliate, as other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or thereafter becomes, its Affiliate; (c) became generally available to the public or otherwise part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of after its disclosure and was not otherwise subject to confidentiality obligations; other than through any act or omission of the Receiving Party or its Affiliate in breach of this Agreement; (cd) that is independently discovered or developed by the receiving Receiving Party or its Affiliate without reference the use of Confidential Information of the Disclosing Party; (e) was disclosed to such information; (d) that is subsequently learned from the Receiving Party or its Affiliate, other than under an obligation of confidentiality, by a third party not known to be under a confidentiality Third Party who had no obligation to the disclosing Disclosing Party or (e) that is required not to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all disclose such information to BNY Mellon hereunder others; or (f) was disclosed by Company or its Affiliate to any Representative(s) of Licensor other than those designated as permitted recipients of Licensor in writing by Licensor to Company. Initially, the only designated Representatives of Licensor are [***] and [***]. Licensor may designate additional and replacement Representatives of Licensor for purposes of this Section by written notice to Company. Confidential Information specific to the use of certain compounds, methods, conditions or features shall not be deemed to be within the foregoing exceptions merely because such Confidential Information is made strictly under embraced by general disclosures in the conditions public domain or in the possession of confidentiality set forth the Receiving Party. In addition, a combination of information will not be deemed to fall within the foregoing exceptions, even if all of the components fall within an exception, unless the combination itself and its significance are in Section 15.1 hereof and solely the public domain or in the possession of the Receiving Party prior to the disclosure hereunder. Notwithstanding anything to the contrary herein, neither the act of using Confidential Information in a clinical trial nor the filing of Confidential Information with a government entity shall, for the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of be deemed to place such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, Information in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofpublic domain.

Exceptions. The Parties’ respective obligations provisions of Section 10.1 shall not prohibit disclosure or use if and to the extent: (i) the disclosure or use is required by any bankruptcy and/or insolvency proceedings, law, any regulatory body or any stock exchange; (ii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under Section 15.1 will not apply or pursuant to any such information: this Agreement; (aiii) that is, as the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party; (iv) the disclosure is made to professional advisers, auditors, contractors, employees, officers, directors, governmental entities and non-governmental entities and bodies (to the extent the Services involve the preparation of filings, tax returns or other documents intended or required to be filed with such entities or bodies), or actual or potential bidders, investors, financiers or buyers of either Party on terms that such persons (other than governmental entities and non-governmental regulatory entities and bodies) undertake to comply with confidentiality obligations broadly equivalent to those set out in this Section 10, including, in particular, the lenders, together with their professional advisers, under the Amended and Restated Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated April 28, 2017 under which SUNE is the borrower (as amended, restated, supplemented or otherwise modified from time to time, the “Replacement DIP Credit Agreement”), subject to the confidentiality provisions set forth in the Replacement DIP Credit Agreement; (v) the information is or becomes publicly available (other than by breach of its this Agreement); (vi) the other Party has given prior written approval to the disclosure or thereafter becomes, part of use; (vii) the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that information is independently developed after the Effective Date; (viii) the disclosure or use is made in connection with the rejection of any contracts or release of any claims related thereto by SUNE or its Debtor Affiliates in connection with the receiving Party without reference to such informationChapter 11 Cases; or (dix) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that disclosure is required to be disclosed pursuant enable a Party to meet any employee information or consultation obligations in accordance with applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge ; provided that the existence and terms of this Agreement are required prior to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information pursuant to Section 10.2(i) or 10.2(iii), the Party concerned shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of promptly notify the obligation hereunder and under applicable law to prevent unauthorized disclosure other Party of such Confidential Information. The Parties acknowledge and agree requirement with a view to providing that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm other Party with the opportunity to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. 9.3.1. The Parties’ respective obligations under this Section 15.1 will 9 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non-confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 9.3.2. The restrictions set forth in this Section 9 shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process governmental order or at the request of a regulatory authority. The Parties acknowledge to enforce any Patent Rights under Section 8, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 9.3.3. In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationthis Agreement. 9.3.4. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in In the event that LICENSEE wishes to enter into a sublicense in accordance with Section 2, LICENSEE may disclose to a Third Party Confidential Information of a breach PFIZER in connection with any such proposed sublicense, provided that LICENSEE shall hold such Third Parties to written obligations of Section 15.1 hereof, the non-breaching Party shall (confidentiality with terms and conditions at least as restrictive as those set forth in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will Any other provision herein to the contrary notwithstanding, pursuant to the terms of this Agreement, an Indemnifying Party shall not apply to any such information: be obligated: (a) that isto indemnify the Indemnified Party for any acts or omissions or transactions from which a trustee, director, officer or agent may not be indemnified by such Indemnifying Party, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; provided by Applicable Law; (b) that was known to indemnify or advance Expenses to the receiving Indemnified Party as with respect to proceedings or claims initiated or brought voluntarily by the Indemnified Party and not by way of the time defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, Applicable Law or a policy of its disclosure and was not otherwise subject insurance referred to confidentiality obligations; in subsection 7(a) hereof; (c) that is independently developed to indemnify the Indemnified Party for any Expenses incurred by the receiving Indemnified Party without reference with respect to any Proceeding instituted to enforce or interpret this Agreement, if a Final Determination is made that any of the material assertions made by the Indemnified Party in such information; proceedings are not made in good faith or are frivolous; (d) that is subsequently learned from a third party not known to be indemnify the Indemnified Party for Expenses or liabilities of any type whatsoever which have been paid directly to the Indemnified Party by an insurance carrier under a confidentiality obligation to the disclosing Party policy of trustees’, directors’, managers’, officers’ or other applicable liability insurance maintained by an Indemnifying Party; (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement indemnify the Indemnified Party for Expenses or the payment of any law enforcement agency, court order or other legal process or at profits arising from the request of a regulatory authority. The Parties acknowledge that the existence purchase and terms of this Agreement are required to be publicly disclosed sale by the Funds pursuant Indemnified Party of securities in violation of applicable securities laws; or (f) to applicable law. Without limiting indemnify the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely Indemnified Party for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, Expenses for which money damages will not provide the Indemnified Party is indemnified by an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Indemnifying Party shall (in addition to all other rights and remedies they may have otherwise than pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as The provisions of Clause 16.1 above shall not apply to: (i) disclosure with the Consent of the time Parties (as applicable) (it is hereby clarified that disclosure to Investor’s Affiliates, whether being one of its the Investors or not, shall be permitted at all times; provided that such Investor’s Affiliate is bound by confidentiality obligations no less onerous than those imposed by this Clause 16); (ii) disclosure of information that is or thereafter becomes, part of comes into the public domain or becomes generally available to the public otherwise than through the act or omission of or as a source other result of disclosure by or at the direction of the Investor; (iii) disclosure by a Party to its Representatives and/or Affiliates on a need-to-know basis for the purpose of evaluating, implementing, reviewing or analysing this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, provided, however, that such Representatives and/or Affiliates are bound by confidentiality obligations no less onerous than those imposed by this Clause 16; (iv) disclosures necessary under the circumstances, to the extent required by Law, any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or under judicial process, provided the relevant Party is informed of such disclosure, simultaneously or prior to such disclosure and the receiving PartyParty shall provide all reasonable support to the relevant Party to obtain a protective order and if no such order can be obtained or such requirement is waived in writing, then, shall disclose only such portion of the information as is reasonably required to be disclosed; (v) information disclosed by the Company in the Ordinary Course of Business; or (vi) disclosures (i) for the purpose of performing obligations or exercising rights (including remedies) under this Agreement or the Ancillary Agreements; (ii) to investment bankers and in road shows and offering documents in connection with a Strategic Sale, strictly on a need-to-know basis; or (iii) to a proposed transferee/purchaser of Investor Securities and their professional advisors in connection with permitted Transfer of Equity Securities, subject to securing customary confidentiality obligations from such Persons. (b) that was known The Company authorises the Investor to consult fully regarding the Company and the Group and to disclose Confidential Information (or permit the disclosure of Confidential Information): (i) to the receiving Party Investor’s lenders, bankers and auditors, general partners and limited partners; (ii) to any other investors or proposed investors in the Company, subject to such other investors or proposed investors being bound by similar confidentiality obligations as applicable to the Investor hereunder; (iii) to any proposed syndicatee or transferee or proposed transferee of the time Investor Securities in the Company; (iv) to any Investor’s Affiliates; (v) to the professional advisers of its disclosure and was not otherwise each of the Persons listed in (i) to (iii) above; (vi) as required by Law, subject to confidentiality obligationsthe condition stipulated in the foregoing provision; and (vii) as required by any stock exchange or any regulatory authority to which the relevant Investor is subject. (c) that is independently developed by Any Investor Director may, subject to his or her fiduciary obligations under applicable Law: (i) report to the receiving Party without reference Investor Group on the affairs of the Company and the Group; and (ii) disclose Confidential Information as shall reasonably be required to such information; the Investor or the Group. (d) that is subsequently learned from a third party not known to be under a confidentiality obligation Notwithstanding anything to the disclosing Party or (e) that contrary, the Investor undertakes to subject any Person to whom it discloses any Confidential Information, as it is required permitted to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and do so in terms of this Agreement are required Clause16, to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions same standards of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted obligations as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to Investor under this Agreement and at law or in equity) be entitled shall also cause such Person to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofcomply with these obligations.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding anything herein to the contrary, at any time prior to the time, but not apply after, the Company Requisite Vote is obtained, if the Company receives a written Acquisition Proposal from any person, (i) the Company and its Representatives may provide non-public information and data concerning the Company and its subsidiaries in response to a request therefor by or on behalf of such person to such person, its outside counsel, financial advisor(s), lenders or other financing sources and/or potential divestiture counterparties, so long as the Company receives from such person an executed confidentiality agreement on customary terms (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal or otherwise contain any standstill or similar provision); provided that the Company shall promptly make available to Parent and Merger Sub any material non-public information concerning the Company or its subsidiaries that the Company made available to any person given such information: access which was not previously made available to Parent or Merger Sub (aunless precluded by Applicable Law), (ii) that isthe Company and its Representatives may engage or participate in any discussions or negotiations with such person, as of its outside counsel, financial advisor(s), lenders or other financing sources and/or potential divestiture counterparties and (iii) the time of its disclosure Company Board may authorize, adopt, approve, recommend, or thereafter becomesotherwise declare advisable or propose to authorize, part of the public domain through a source other than the receiving Party; adopt, approve, recommend or declare advisable (bpublicly or otherwise) that was known such an Acquisition Proposal, if and only to the receiving Party as of extent that, (1) the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause Acquisition Proposal did not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of result from a breach of this Section 15.1 hereof6.4, (2) prior to taking any action described in clause (i) or (ii) above, the non-breaching Party shall Company Board determines in good faith that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, (3) in addition each such case referred to all other rights in clause (i) or (ii) above, the Company Board has determined in good faith (after consultation with its outside legal counsel and remedies they may have pursuant the Financial Advisor) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably expected to this Agreement result in a Superior Proposal, and at law or (4) in equitythe case referred to in clause (iii) be entitled to an injunctionabove, without the necessity of posting any bond or surety, to restrain disclosure or misuse, Company Board determines in whole or in part, of any information in violation of Section 15.1 hereofgood faith (after consultation with its outside legal counsel and the Financial Advisor) that such Acquisition Proposal is a Superior Proposal.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 7.03(a), at any time prior to any such information: the Acceptance Time: (ai) following the receipt by the Company of a bona fide, unsolicited written Acquisition Proposal made after the date hereof, and provided that the Company has complied with Section 7.03(a) (other than de minimis breaches), if the Special Committee determines in good faith, by a duly adopted resolution, after consultation with its financial advisor and outside legal counsel, (A) that issuch Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) that the failure to take the actions set forth in the succeeding clauses (1) and (2) with respect to such Acquisition Proposal would be inconsistent with the Special Committee’s fiduciary duties under Applicable Law, as then the Company may, in response to such Acquisition Proposal, (1) engage in negotiations or discussions with the Third Party that made such Acquisition Proposal regarding such Acquisition Proposal and (2) furnish information relating to the Company and its Subsidiaries and afford access to the business, properties, assets, books or records of the time Company and its Subsidiaries to such Third Party pursuant to a confidentiality agreement between the Company and such Third Party containing terms and conditions enabling the Company to comply with its obligations to Parent pursuant to this Section 7.03 and that are Table of its disclosure or thereafter becomes, part Contents otherwise customary with respect to transactions of the public domain through nature contemplated by such Acquisition Proposal (an “Acceptable Confidentiality Agreement”), a source other than the receiving Partycopy of which Acceptable Confidentiality Agreement shall be provided to Parent; (b) provided that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information and access (to BNY Mellon hereunder the extent that such information or access has not been previously provided or made available to Parent) is provided or made strictly under available to Parent, as the conditions case may be, before or substantially at the same time such information or access is provided or made available to such Third Party; (ii) subject to compliance with Section 7.03(d), if the Company has received a Superior Proposal, then the Company Board (upon the recommendation of confidentiality set forth the Special Committee) or the Special Committee may make an Adverse Recommendation Change; and (iii) subject to compliance with Section 7.03(d), the Company Board, acting at the recommendation of the Special Committee, may make an Adverse Recommendation Change in Section 15.1 response to a material event, change or development in circumstances arising after the date hereof that was neither known by, nor reasonably foreseeable to, the Special Committee prior to or on the date hereof and solely for does not involve or relate to an Acquisition Proposal (an “Intervening Event”), if the purposes of the performance of custodial services hereunderSpecial Committee has determined in good faith, by a duly adopted resolution, after consultation with its outside financial advisor and legal counsel, that any unauthorized disclosure or misuse of the failure to make an Adverse Recommendation Change in response to such information (including by BNY Mellon or any of Intervening Event would be inconsistent with its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and fiduciary duties under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofApplicable Law.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 8.1 and Section 8.2 shall not apply to any such information: Confidential Information (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed can reasonably demonstrate by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that competent proof is required to be disclosed by Applicable Law or a court or other Official Body pursuant to applicable law, rule, regulation, requirement (i) regulatory filings; (ii) prosecuting or defending litigation; or (iii) complying with Applicable Law and orders or decisions of any law enforcement agency, court order Official Body having jurisdiction; or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and (b) disclosed to Affiliates who agree to be bound by similar terms of this Agreement are required confidentiality. Notwithstanding any provision herein to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (A) required under Applicable Laws and all the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (B) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such information Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (C) to BNY Mellon hereunder is made strictly under either Party’s financial advisors or legal advisors who have agreed to the conditions of confidentiality set forth limitations on disclosure contained herein and/or (D) to investment bankers and/or financing sources in Section 15.1 hereof and solely for connection with bona fide financing transactions involving either Party or an Affiliate. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other similar transaction involving either Party (i.e., wherein another entity acquires all or substantially all of that Party’s equity interests or assets or a merger or consolidation or similar transaction wherein securities of the post transaction entity will be issued to the other party). If a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to this Section 8.3, it will use Commercially Reasonable Efforts to (I) limit the scope of the Confidential Information disclosed and the number of persons to whom such Confidential Information is disclosed, in each case to the minimum extent required to address the reason such disclosure is permitted hereunder and under applicable law to prevent unauthorized disclosure (II) secure confidential treatment of such Confidential Information. The Parties acknowledge Information and agree that comply with any breach applicable provisions of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof12.7.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply A Party shall be entitled to use or disclose any such information: Information to the extent: (a) that is, as of the time of its disclosure such Information is or thereafter becomes, part of becomes generally known to the public domain other than through a source breach of this Agreement or any other than obligation of confidentiality between the receiving Party; Parties; (b) such Information is lawfully obtained by that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not or parties without breach of this Agreement or any other obligation of confidentiality between the Parties, as shown by documentation sufficient to establish the third party as the source of such Information and to the knowledge of the disclosing Party, without such disclosure constituting a breach by such third party or parties of an obligation of confidentiality; (c) such Information is comprised of technical information and was already known to be under a confidentiality obligation the Party prior to receipt thereof from the other Party, as shown by documentation sufficient to establish such knowledge; (d) such disclosure is required in connection with any regulatory, legal or administrative proceeding, the issues of which touch on such Information; provided that where circumstances permit prior to disclosure the disclosing Party shall notify the other Party in writing of such proposed disclosure and at the other Party’s request (and expense) the disclosing Party shall either apply for appropriate court or other orders to preserve the confidentiality of such Information or only disclose such Information to persons who shall have agreed in writing not to use or disclose such Information to the same extent that the disclosing Party is precluded from using or disclosing such Information under this Agreement; (e) that such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or competent authority of any law enforcement agency, court order or governmental body; provided that where the circumstances permit prior to disclosure (other legal process or at than any disclosure required by applicable securities laws) the request of a regulatory authority. The Parties acknowledge that disclosing Party shall notify the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure other Party in writing of any such proposed disclosure and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to at the other Party, ’s request (and expense) apply for which money damages will not provide an adequate remedy. Accordingly, in appropriate court or other orders to preserve the event confidentiality of a breach of Section 15.1 hereof, such Information; or (f) the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without provided its prior written approval for such disclosure by the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosing Party.

Exceptions. The Parties’ respective Notwithstanding Section 6.2, a receiving party may disclose Confidential Information without violating the obligations of this Agreement, to the extent: (1) the disclosure is required by applicable law, any governmental authority or regulatory body or any stock exchange or antitrust authority with authority over the party or any of its affiliates; (2) the disclosure is required for the purpose of any judicial proceedings arising out of this Agreement; (3) the disclosure is to affiliates of a party; (4) the disclosure is required to be made to a tax authority in connection with the tax affairs of the party or its affiliates; (5) the disclosure is made to professional advisers of the party or any of its affiliates provided such advisers owe a professional duty of confidentiality in relation to the information disclosed; (6) the other party has given prior written approval to the disclosure, provided that the receiving party provides the disclosing party with reasonable prior written notice of such required disclosure and makes a reasonable effort to obtain, or to assist the disclosing party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required. In addition, notwithstanding Section 6.2, a receiving party will not have obligations under Section 15.1 will not apply this Agreement with respect to any a specific portion of the Confidential Information of the disclosing party to the extent such informationreceiving party can demonstrate with competent evidence that such portion of Confidential Information: (a) that is, as of the time of its disclosure or thereafter becomes, part of was in the public domain through a source other than at the time it was disclosed to the receiving Partyparty; (b) that entered the public domain subsequent to the time it was known disclosed to the receiving Party as party, through no fault of the time of its disclosure and was not otherwise subject to confidentiality obligationsreceiving party; (c) that is independently was in the receiving party’s possession free of any obligation of confidence at the time it was disclosed to the receiving party; (d) was rightfully communicated to the receiving party free of any obligation of confidence subsequent to the time it was disclosed to the receiving party; or (e) was developed by the receiving Party party independently (i.e., not in connection with this Agreement or at the direction or for the benefit of the Company) and without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to or use of the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such party’s Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 will 12.2.1 of this Agreement shall not apply to any such informationthe extent that: (a1) the Party who has received the Confidential Information (“Recipient”) is required to disclose Confidential Information by order or regulation of a governmental agency or court of competent jurisdiction subject to the provisions below, or (2) disclosures of Confidential Information are made to a Tax Authority in connection with the Tax affairs of the disclosing Party, or (3) the Recipient can demonstrate that is, as of (i) the disclosed Confidential Information was at the time of such disclosure to Recipient already in the public domain, or falls into the public domain, other than as a result of actions of Recipient, its Sub-Contractors, its Affiliates, agents, direct employees, consultants or representatives, in violation hereof; (ii) the disclosed Confidential Information was known by Recipient (as shown by its written records) prior to the date of disclosure to Recipient from sources legally entitled to disclose the same or thereafter becomes, part is independently developed without regard to the Confidential Information (as shown by its written records); or (iii) the disclosed Confidential Information was received by Recipient (as shown by its written records) on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other Party. Each Party shall have the further right to disclose the Confidential Information of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of required by Applicable Law, including the rules and regulations promulgated by any relevant securities and exchange commission and/or the regulatory bodies and authorities governing securities issues in foreign jurisdictions and to disclose such information to stockholders or potential investors as is customary for publicly-held companies (as the case may be at the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosure), provided the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm provides to the other Party, for which money damages will to the extent not provide legally prohibited, prompt notice of such request, a copy of the information to be disclosed and an adequate remedy. Accordinglyopportunity to limit such disclosure, an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the event of a breach of Section 15.1 hereof, proposed disclosure with the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without on the necessity for the disclosure and the text of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthe proposed release.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof this ARTICLE VIII shall not apply to any information that: (a) was developed independently by the Parties; (b) was known to the Party prior to its disclosure by the disclosing Party; (c) has become generally available to the public (other than by virtue of its disclosure by the Party receiving such information); (d) may be required in any report, statement, or test the Company submitted to any governmental or regulatory body; (e) is of a general, conceptual, or non-specific nature; (f) may be required in response to any summons or subpoena or in connection with any litigation; (g) may be required to comply with any law, order, regulation, or ruling applicable to any Party hereto; (h) is disclosed to its professional advisers including legal, financial, and solely for tax advisers and auditors but only to the purposes extent necessary subject to such advisers accepting an equivalent confidentiality obligation to that set out in this ARTICLE VIII; (i) in the case of the performance of custodial services hereunderPurchaser, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or to any of its employees Affiliates, officers, investment managers, investors, trustees, investment committees, advisory boards, board of directors, legal and other advisors, statutory auditors and/ or agentsinternal auditors subject to each such Affiliate being made aware of the confidentiality obligations set out in this ARTICLE VIII; or (j) to the extent the receiving party received written consent to such disclosure from the relevant Party from whom it received such Confidential Information and from the Party to which that Confidential Information relates. Prior to any disclosure in respect of a request to disclose Confidential Information under Sections 8.2(d), 8.2(e), 8.2(f), or any trading on 8.2(g), above a Party must first notify the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of Party owning such Confidential Information. The Parties acknowledge and agree , who shall then have the opportunity to respond to and/or dispute such request; provided, however, that any breach of Section 15.1 hereof would cause the Purchaser shall not only financial damage, but irreparable harm be required to provide the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition Seller with prior notification with respect to all other rights and remedies they may have pursuant to information regarding this Agreement or the Seller that the Purchaser reasonably believes to be required by the U.S. securities laws to be disclosed in its filings with the U.S. Securities and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofExchange Commission.

Exceptions. The Parties’ respective obligations under Section 15.1 will Confidential Information shall not apply include information which (i) was or becomes generally available to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through other than as a result of disclosure by the receiving party; (ii) was or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party , provided that such source is not known by the receiving Partyparty to be bound by a confidentiality agreement with the disclosing party or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (biii) that was known lawfully and properly within the receiving party’s possession prior to being furnished to the receiving Party as party by or on behalf of the disclosing party as evidenced by contemporaneous documentation. In the event that the receiving party is at any time requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose any of the Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request and the documents and/or information requested thereby so that the disclosing party may seek an appropriate protective order and/or waive the receiving party’s compliance with the provisions of this Agreement. The parties hereto further agree that, if in the absence of a protective order or the receipt of a waiver hereunder, the receiving party is nonetheless, in the written opinion of counsel to such party, compelled to disclose any Confidential Information of the disclosing party to any tribunal or governmental body or else stand liable for contempt or suffer other censure or penalty, the receiving party may disclose to such tribunal or governmental body without liability hereunder that portion of such Confidential Information that the receiving party’s counsel advises in writing is compelled to be disclosed; provided, however, that the receiving party shall give the disclosing party written notice of the information to be so disclosed as far in advance of its disclosure as practicable and was not otherwise subject shall use its reasonable best efforts to confidentiality obligations; (c) obtain an order or such reliable assurance that is independently developed by the receiving Party without reference confidential treatment will be accorded to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to portion of the disclosing Party or (e) that is information required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at as the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosing party designates.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 7.04(a), at any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known prior to the receiving Acceptance Date: (i) the Company, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in negotiations or discussions with any Third Party as of the time of and its disclosure and was not otherwise Representatives that, subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to Company’s compliance with Section 7.04(a), has made after the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms date of this Agreement are required a bona fide, written Acquisition Proposal that the Board of Directors believes in good faith is or is reasonably likely to be publicly disclosed by lead to a Superior Proposal and (B) furnish to such Third Party or its Representatives non-public information relating to the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Parent) with such Third Party containing confidentiality provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement (it being understood and hereby agreed that such confidentiality agreement need not contain a “standstill” or agentssimilar provision that prohibits such Third Party from making any Acquisition Proposals, acquiring Shares or taking any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, other action); provided that access to and use of any and all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party; (ii) the Board of Directors may make an Adverse Recommendation Change based on events, developments, occurrences or changes of circumstances or facts that arise after the date hereof; and (iii) the Company may grant any waiver or release under any “standstill” or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, in each case referred to in the foregoing clauses (i), (ii) and (iii) only if the Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware Law. In addition, nothing contained herein shall prevent the Board of Directors from complying with Rule 14e-2(a) under the 1934 Act with regard to an Acquisition Proposal; provided that any such action taken or statement made that relates to an Acquisition Proposal shall be restricted as described deemed to be an Adverse Recommendation Change unless the Board of Directors reaffirms the Company Board Recommendation in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law statement or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofconnection with such action.

Exceptions. (a) The Parties’ respective obligations under consent required by Section 15.1 will 16.2(a) shall not apply to a disclosure of Business Information: (i) to any such information: (a) that is, as of the time of its disclosure Affiliates or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request Representatives of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information Member (including by BNY Mellon or any of its employees or agentsAffiliates) that has a bona fide need to be informed; provided that disclosure of Business Information to, or any trading on discussion with respect to Business Information by any Member, with Glencore shall be deemed to be for bona fide purposes in accordance with the basis foregoing sentence; (ii) subject to the restrictions in Article 14, to any Third Party to whom the disclosing Member bona fide contemplates a Transfer of all, but not less than all, of its Offered Interest, including by way of Indirect Transfer; (iii) to any bona fide Lenders or other financing sources who have entered into a confidentiality agreement with the disclosing Member that contains provisions substantially similar to and no less stringent than those contained in Section 16.2(a); (iv) to a Governmental Authority responsible for the administration and calculation of Taxes, where the disclosing Member determines, acting reasonably, that such disclosure is necessary and appropriate to facilitate discussions related to Tax matters affecting such disclosing Member; or (v) by the Management Team or the Company which is reasonably necessary for the Management Team or the Company, as the case may be, to carry out its responsibilities under this Agreement. (b) In the case of a disclosure pursuant to Section 16.4(a)(i), the disclosing Member shall advise the relevant Affiliates and Representatives of the confidential nature of such information by anyone in receipt Business Information. In any case to which any of such informationSections 16.4(a)(ii), 16.4(a)(iii) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities16.4(a)(iv) are applicable, that access the disclosing Member shall: (i) give not less than 48 hours prior notice to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access the other Parties of the obligation hereunder intended disclosure; (ii) only disclose such Business Information as such Third Party or Lender, as the case may be, shall have a legitimate business need to know or, in the case of Section 16.4(a)(iv), shall only disclose such Business Information as such disclosing Member determines, acting reasonably, is appropriate to disclose in the particular circumstances and under applicable law to prevent unauthorized the disclosure of which will not prejudice the interests of the non-disclosing Members or the Company with any Governmental Authority; (iii) inform such Confidential Information. The Parties acknowledge Third Party, Lender or Governmental Authority, as the case may be, of the disclosing Member's obligations hereunder; (iv) ensure that such Third Party or Lender, as the case may be, agrees in writing in favor of the disclosing Member to protect such Business Information from further disclosure to the same extent as such Member is obligated under this Article 16; and (v) be liable to the Company and agree that the non-disclosing Members for any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other provisions of this Article 16 by such Third Party, for which money damages will not provide an adequate remedy. AccordinglyLender or Governmental Authority, in as the event of a case may be, as if it had committed the breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsuch provisions itself.

Exceptions. The Parties’ respective Recipient’s obligations under in Section 15.1 will 6.1 shall not apply extend to any Confidential Information to the extent that the Recipient can demonstrate that such information: Confidential Information (a) that isis or hereafter becomes generally available to the public by use, as publication, general knowledge or the like other than by breach by the Recipient or any of its Representatives of the time of its disclosure or thereafter becomesterms hereof, part of the public domain through a source other than the receiving Party; (b) is received from a third party, other than a Representative of, or any other Person that was known to the receiving Party as disclosed Confidential Information on behalf of, AstraZeneca, that is lawfully in possession of the time such information and is not in violation of any contractual or legal obligation of confidentiality between such third party and AstraZeneca or any of its disclosure and was not otherwise subject Representatives with respect to confidentiality obligations; such information, (c) that was already in the possession of the Recipient or any of its Representatives prior to receipt from AstraZeneca or any of its Representatives as shown in the written records of the Recipient or its Representatives or by other competent evidence, (d) is or was independently developed by the receiving Party Recipient or any of its Representatives without use or reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to Confidential Information, as shown in the disclosing Party written records of the Recipient or its Representatives or by other competent evidence, or (e) is or was generally made available to third parties by or on behalf of AstraZeneca, or its Affiliates, without restriction on disclosure. Information disclosed or made available to the Recipient by or on behalf of AstraZeneca shall be presumed to be Confidential Information subject to this Agreement and the burden of establishing that such information comes within the foregoing exceptions to the Recipient’s obligations of confidentiality shall rest with the Recipient. Confidential Information disclosed to the Recipient hereunder shall not be deemed by the Recipient to fall within the above exceptions merely because it is embraced by more general information that falls within such exceptions. Compliance with Laws . This Agreement shall not be deemed to restrict the Recipient or its Representatives from complying with a lawfully issued governmental order or other legal requirement to produce or disclose Confidential Information; provided, however, that the Recipient shall promptly notify AstraZeneca upon learning of such order or other requirement, to enable AstraZeneca to oppose such order or requirement, as the case may be, or obtain a protective order, and the Recipient shall, and shall cause any applicable Representative to, reasonably cooperate with AstraZeneca in objecting to such order or requirement and in any related proceedings; and provided, further, that if such order or requirement is not quashed or a protective order is not obtained, any Confidential Information disclosed in response to such order or requirement shall be limited to information that is legally required to be disclosed pursuant in such response to such order or requirement, and the Recipient shall, and shall cause any applicable Representative to, cooperate with AstraZeneca to obtain confidential treatment, to the extent reasonably possible, with respect to any Confidential Information so disclosed. Press Releases and Use of Name . Each Party shall keep the existence of, the terms of and the transactions covered by this Agreement confidential and shall not disclose such information to any other Person through a press release or otherwise, or mention or otherwise use the name, insignia, symbol, trademark, trade name or logotype of the other Party or its Affiliates in any manner without the prior written consent of the other Party in each instance (which shall not be unreasonably withheld). The restrictions imposed by this Section 6.4 will not prohibit any Party from making any disclosure identifying the other Party that is required by applicable law, rulerule or regulation or the requirements of a national securities exchange or another similar regulatory body, regulation, requirement in which event such Party (a) may disclose only that portion of any law enforcement agency, court such information that is legally required to be disclosed and shall exercise its reasonable best efforts to obtain a protective order or other legal process or at reliable assurance that confidential treatment will be accorded to the request of a regulatory authorityinformation so disclosed; and (b) shall notify the other Party prior to making such disclosure. The Parties acknowledge that Notwithstanding anything to the existence and terms of contrary in this Section 6.4, to the extent any information relating to this Agreement are required to be or the transactions covered by it is publicly disclosed by with the Funds pursuant to applicable law. Without limiting the generality consent of the preceding paragraphsParties, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all a Party may thereafter disclose such information to BNY Mellon hereunder is made strictly under without the conditions prior written approval of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will Clause 15.2.1 shall not apply prohibit disclosure of the Purchase Price and the provisions of any Transaction Document generally or disclosure of any information if and to any such information: the extent: (a) that isthe disclosure is required by law, any regulatory body or any recognised stock exchange on which the shares of any party (or any other company belonging to the same group as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; party) are listed; (b) that was known to the receiving Party as disclosure is required for the acquisition of the time W&I Insurance or the negotiation of its disclosure and was not otherwise subject to confidentiality obligations; the terms thereof or claims made under the W&I Insurance; (c) that the disclosure is independently developed by required to vest the receiving Party without reference to such information; full benefit of this Agreement in the Sellers or the Purchaser; (d) that the disclosure is subsequently learned from required for the purpose of any judicial proceedings arising out of the Transaction Documents or the disclosure is made to a third party not known to be under a confidentiality obligation to tax authority in connection with the tax affairs of the disclosing Party or party; (e) the disclosure is made to professional advisers of any party on terms that such professional advisers undertake to comply with the provisions of Clause 15.2.1 in respect of such information as if they were a party to this Agreement; (f) the information is or becomes publicly available (other than by breach of any confidentiality agreement or of this Agreement); (g) the Purchaser and the Sellers’ Representative have given prior written approval to the disclosure; (h) the disclosure is required for purposes of the assignment to be disclosed pursuant to applicable law, rule, regulation, requirement the lenders of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of Purchaser’s benefit under this Agreement as further set out in Clause 16.2.1; (i) the lenders are required to be publicly disclosed disclose the information in connection with the enforcement of the security granted to them by the Funds pursuant Purchaser under any assignment agreements; or (j) the disclosure is made to applicable law. Without limiting the generality of the preceding paragraphsan investor or potential investor in Valedo, BNY Mellon acknowledges and agrees provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that prior to disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or Clause 15.2.2(a)-(d) (except in equity) be entitled the case of disclosure to an injunctiona tax authority), without the necessity party concerned shall promptly notify the other party of posting any bond or surety, such requirement with a view to restrain providing the other party with the opportunity to contest such disclosure or misuse, in whole or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be The Sellers shall have no liability under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement for any losses and damages to the extent that such losses and damages are required to be publicly disclosed caused by actions taken by the Funds pursuant Purchaser and its Affiliates after the Closing Date. In connection with calculating the amount of Losses that a Purchaser Indemnitee is entitled to applicable law. Without limiting the generality recover under Section 13.2 (other than a Loss arising out of or resulting from a willful breach of any of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality covenants or agreements set forth in Section 15.1 hereof and solely this Agreement) (a “Covered Loss”), no party shall be liable for the purposes of the performance of custodial services hereunderconsequential, that any unauthorized disclosure special, indirect, incidental, punitive, lost profit or misuse of such information other expectancy damages (including by BNY Mellon any damages computed or any of its employees or agents, or any trading determined on the basis of a diminution in value or using any multiple of any financial measure, including earnings, EBITDA, book value or any similar item that may have been used in arriving at the Purchase Price or that may be reflective of the Purchase Price), except (i) to the extent consequential, special, indirect, incidental, punitive, lost profit or other expectancy damages are awarded to a third party against an Indemnified Party in circumstances in which such information by anyone Indemnified Party is entitled to indemnification hereunder or (ii) in receipt accordance with Section 13.11(b) below. (b) Notwithstanding the other provisions of this Section 13.11, in calculating the amount of Losses that a Purchaser Indemnitee is entitled to recover with respect to Covered Losses, the Purchaser shall be entitled to receive the amount of such informationLosses determined by the diminution in value of the Bulk Gas Business (“Diminution in Value Losses”), but, subject to the following: (i) may constitute No claim under Section 13.2 for Covered Losses that are not available under Section 13.11(a) (without giving effect to clause (ii) thereof) but are available under Section 13.11(b) (a criminal offense “Section 13.11(b) Claim”) shall be available, and no such Covered Losses shall be recoverable, if and to the extent the Sellers can demonstrate that the value of trading on the Bulk Gas Business at Closing, based on, among other things, the multiples of EBITDA set forth in the Framework Agreement, are equal to or tipping in excess of material inside the Purchase Price paid by the Purchaser (it being understood that the Purchaser shall provide all information regarding publicly traded securitiesreasonably requested by the Sellers to establish such value); (ii) No Section 13.11(b) Claim in connection with a claim hereunder shall be able to be made with respect to any individual claim, that access to or series of related claims, and use no such Losses relating thereto shall be recoverable, unless and until the Purchaser Indemnitees have suffered Diminution in Value Losses in respect of any individual claim or series of related claims in excess of seven million five hundred thousand ($7,500,000) and all in excess of thirty-five million dollars ($35,000,000) in the aggregate (it being understood that in calculating whether such information $35,000,000 amount has been met, only claims meeting the foregoing $7,500,000 limit shall be restricted as described in Section 15.1 hereofincluded), and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageafter which, but irreparable harm subject to the other Partyterms of this Agreement, the Sellers shall be obligated to indemnify the Purchaser Indemnitees for which money damages will not all of such amount (it being understood that amounts counted toward any basket contained in one provision of this Agreement may be counted toward any other applicable basket amount contained in any other provision of this Agreement); (iii) The Purchaser and the Purchaser Indemnitees shall each (i) use its reasonable best efforts to mitigate the amount of any Diminution in Value Loss, including by making reasonable best efforts to mitigate or resolve any related claim, liability or Loss and (ii) provide an adequate remedy. Accordinglythe Sellers a reasonable opportunity to remedy or reduce such Losses; provided, that any failure to so mitigate shall not, in and of itself, result in a loss of the right to bring the related indemnifiable claim but shall be considered in determining the amount of indemnifiable Losses to which a party is entitled hereunder; and (iv) In the event a Purchaser Indemnitee commences an Action to recover Diminution in Value Losses in connection with a Section 13.11(b) Claim and it is determined by a court of competent jurisdiction that such claim did not have a breach of Section 15.1 hereofgood faith or reasonable basis or to have been otherwise frivolous, then the non-breaching Party Purchaser Indemnitee shall pay the Sellers an amount equal to three (3) times the reasonable costs and expenses the Sellers incurred in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofconnection with such Action.

Exceptions. The Parties’ respective Recipient’s obligations under Section 15.1 will to protect Confidential Information shall not apply to any the extent that such informationConfidential Information which: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (b) after disclosure, becomes part of the public domain by publication or otherwise, through a source other than the receiving Party; (b) that was known to the receiving Party as no act of the time Recipient nor any agent or employee of its disclosure and was not otherwise subject to confidentiality obligationsRecipient; (c) that is independently developed Recipient can establish by competent proof was in its possession at the time of disclosure by the receiving Disclosing Party without reference to such informationand was not acquired, directly or indirectly, from the Disclosing Party; and (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable by law, regulation, rule, regulationact, requirement or order of any law enforcement agencygovernmental authority or agency to be disclosed, court order as demonstrated by an opinion of outside counsel for the receiving party. In addition, XXXXXX + XXXXX is hereby authorized to disclose to any for-hire carrier, such of the above information as shall be necessary or other legal process or at appropriate in connection with the request shipment and delivery of a regulatory authorityProduct(s) by such carrier pursuant to Customer’s directions. The Parties acknowledge 12. Independent Contractor. XXXXXX + NAGEL’s relationship to Customer shall be that the existence and terms of an independent contractor. Any provisions in this Agreement are required which may appear to be publicly disclosed by give Customer the Funds pursuant right to applicable law. Without limiting direct XXXXXX + XXXXX as to the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes details of the performance of custodial services hereunderany work performed by XXXXXX + XXXXX shall be deemed to mean, and shall mean, that any unauthorized disclosure or misuse XXXXXX + XXXXX shall follow the desire of such information Customer in the results of the work only and not in the means whereby said work is to be accomplished. XXXXXX + XXXXX shall direct the actions of its employees, agents and subcontractors (“XXXXXX + NAGEL’s Personnel”) while performing the Services and shall be solely responsible for their supervision, daily direction and control, payment of salary (including by BNY Mellon or any withholding of its employees or income taxes and social security), benefits, workers’ compensation, disability benefits and the like. XXXXXX + XXXXX shall resolve all performance and personnel matters relating to XXXXXX + NAGEL’s Personnel. Under no circumstances shall XXXXXX + NAGEL’s Personnel be considered employees, agents, or any trading on the basis subcontractors of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential InformationCustomer. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy13. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAssignment / Subcontracting.

Exceptions. The Parties’ respective obligations under of non-use and non-disclosure set forth in Section 15.1 will 10.1 shall not apply to any the extent that it can be established by the Receiving Party that such information: Confidential Information: (a) that iswas in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to the Receiving Party, or was otherwise developed independently by or for the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or thereafter becomes, otherwise part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of after its disclosure and was not otherwise subject to confidentiality obligationsother than through any act or omission of the Receiving Party in breach of this Agreement; (c) that is independently developed by the receiving Party without reference to such information; or (d) that is subsequently learned from was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party not known Third Party who, to be under a confidentiality the knowledge of the Receiving Party, had no obligation to the disclosing Disclosing Party or (e) that is required not to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all disclose such information to BNY Mellon hereunder is made strictly under others. Notwithstanding anything to the conditions contrary in this Agreement, a Receiving Party may use any learning, skills, ideas, concepts, techniques, know-how and information, including general chemistry methodologies and general SAR (structure-activity relationship) concepts, retained in intangible form in the unaided memory of confidentiality the Receiving Party’s directors, employees, contractors, advisors, agents and other personnel of the Receiving Party who had access to the Disclosing Party’s Confidential Information (collectively, “Residual Information”) for any purpose, provided that (i) the Receiving Party may not disclose to Third Parties such Confidential Information except as set forth in Section 15.1 hereof 10.3, and solely (ii) this right to use Residual Information does not represent a license to any Patents Controlled by the Disclosing Party. For purposes of clarity, nothing contained in the preceding sentence gives the Receiving Party the right to publish or otherwise disclose or use the tangible source of any Residual Information for any purpose other than as provided for in this Agreement. A personnel’s memory will be considered unaided only if such personnel has not intentionally memorized the information for the purposes purpose of the performance of custodial services hereunderretaining and/or subsequently recording, that any unauthorized disclosure publishing, disclosing or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofusing it.

Exceptions. The Parties’ respective obligations under restrictions in this Section 15.1 will not apply to any such informationinformation that: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such informationparty; (db) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. e) As part of conducting a background and/or criminal history investigation pursuant to Appendix A, Section 9.J, Customer or its designee, including the Texas Department of Public Safety, may obtain information regarding AT&T employees or subcontractors, which includes, but is not limited to, name, address, telephone number, driver’s license number, date of birth, health information, biometric data and other personal information obtained in connection with the investigation (collectively, “Sensitive Personal Information” or “SPI”). Customer and its designee(s) shall consider SPI to be private, sensitive and confidential. SPI may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T, and requires a high degree of protection. Customer shall comply with all applicable privacy laws and regulations and must treat such SPI with the same degree of care as Customer would treat SPI of its own employees and subcontractors including, without limitation: (i) Collect SPI only as needed for a background and/or criminal history investigation or otherwise as permissible under this Agreement; (ii) Not use, disclose, or distribute any SPI except in connection with a background and/or criminal history investigation or otherwise as permissible under this Agreement; (iii) Store and transmit SPI securely, including without limitation encrypting SPI when it is at rest and being transmitted; (iv) Restrict access to SPI only to those employees of Customer or its designee(s) that is subsequently learned from a require access to perform the services under this Agreement; (v) Immediately notify AT&T if Customer becomes aware that (a) any of the above provisions has been breached; (b) any disclosure of SPI to any third party not known expressly permitted herein to receive or have access to SPI; or (c) any breach of, or other security incident involving, Customer’s systems or network that could cause or permit access to SPI inconsistent with the above-referenced provisions. Customer shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be under a confidentiality obligation to taken including the disclosing Party full scope of the breach, disclosure or (e) that is required security incident, corrective steps to be disclosed pursuant to applicable lawtaken by Customer, rule, regulation, requirement the nature and content of any notifications, law enforcement agencyinvolvement, court order or news/press/media contact etc., and Customer shall not communicate directly with any AT&T employee or subcontractor without AT&T’s consent, which such consent shall not be unreasonably withheld; and (vi) Implement any other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence administrative, physical, and terms of this Agreement are required technical safeguards to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsensure proper use, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that protect against any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in partdisclosure, of any information in violation of Section 15.1 hereofSPI.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding anything in this MSA to the con- trary, Confidential Information shall not apply to include any such information: information which: (a) that is, as of at the time of its disclosure or thereafter becomes, part of to the Receiving Party is generally avail- able to and known by the public domain through (other than as a result of any dis- closure made directly or indirectly or other action or inaction by the Receiving Party); (b) becomes publicly available in the future (other than as a result of a disclosure made directly or indirectly or other action or inaction by the Receiving Party); (c) was available to the Receiving Party or its Agents on a non-confi- dential basis from a source other than the receiving Party; (b) that was known to the receiving Disclosing Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees subsidiaries or agents, affiliates or any trading on the basis of their respective Agents providing such information by anyone in receipt (provided that to the Receiving Party’s knowledge, such source was not bound to maintain the confidentiality of such information); or (d) may constitute has been independently acquired or developed by the Receiving Party without violating any of its obligations under this MSA. In the event that a criminal offense party or any of trading on or tipping such party’s Agents become legally compelled to disclose any of material inside information regarding publicly traded securitiesthe Confidential Information of the other party, that access to and use of any and all party or person under the legal compulsion (the “Compelled Party”) from whom such information is being sought shall,unless prohibited by law,provide the party to whom such Confi- dential Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or other appro- priate remedy, or both, or waive compliance with the terms of this MSA. In the event that such protective order or other remedy is not obtained, or the other party waives compliance with the provisions hereof, the Compelled Party agrees to furnish only such portion of the Confidential Information that the Compelled Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to obtain reliable assur- ance that confidential treatment shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of accorded such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageNotwithstanding the foregoing, but irreparable harm to the other Partyextent required under applicable state and federal securities laws, for which money damages will not provide either party may file this MSA as an adequate remedyexhibit with federal and state securities filings, pro- vided that each party shall use its best efforts to obtain confidential treatment of the portions of this MSA that contain Confidential Infor- mation. Accordingly, in the event of a breach of Section 15.1 hereofIn this regard, the non-breaching Party party making such filing shall (in addition to all obtain the prior written consent of the other rights and remedies they may have pursuant to this Agreement and at law or in equity) party, which consent shall not be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofunreasonably withheld.

Exceptions. The Parties’ respective obligations under of this Section 15.1 will 8 shall not apply to any such informationConfidential Information that: INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) is submitted to Governmental Authorities by the Receiving Party to facilitate the issuance of any Regulatory Approval for the Product, or to obtain, maintain, enforce or defend Patents (in each case only to the extent permitted by this Agreement; provided that is(A) such disclosure may be only to the extent reasonably necessary to obtain Regulatory Approvals or Patents, as applicable, (B) the Receiving Party shall take reasonable measures to assure confidential treatment of such information to the time extent applicable, and (C) the Receiving Party shall give [ten (10)] Business Days’ prior written notice to the Disclosing Party of its such disclosure or thereafter becomesof Confidential Information, part including the scope, detail, and nature of the public domain through a source other than the receiving Party; such Confidential Information; (b) that was known is provided by the Receiving Party to Third Parties (including, in the case of Licensee, to its Affiliates, Sublicensees or Distributors) under written confidentiality agreements having provisions at least as stringent as those in this Agreement, for consulting, development, external testing, marketing trials and other similar activities to the receiving extent that such Receiving Party as of the time of its disclosure and was not otherwise subject is permitted to confidentiality obligationsconduct such activities pursuant to this Agreement; or (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is otherwise required to be disclosed by the Receiving Party in compliance with Laws (including, without limitation and for the avoidance of doubt, the requirements of the U.S. Securities and Exchange Commission and any other stock exchange or market on which securities issued by a Party are traded) or order by a court or other Governmental Authority having competent jurisdiction; provided, however, that the Receiving Party shall first give written notice to the Disclosing Party in order to allow the Disclosing Party the opportunity to seek confidential treatment of the Confidential Information. Confidential Information that is disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, Law or an order by a court order or other legal process or at Governmental Authority shall remain otherwise subject to the request of a regulatory authority. The Parties acknowledge that the existence confidentiality and terms non-use provisions of this Agreement are required to be publicly disclosed by Section 8, and the Funds Party disclosing Confidential Information pursuant to applicable law. Without limiting a Law or order by a court or other Governmental Authority shall take all reasonable steps necessary, including without limitation obtaining an order of confidentiality, to ensure the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure continued confidential treatment of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under set forth in Section 15.1 will 10.1 shall not apply to any such informationportion of the Confidential Information that the receiving Party can demonstrate by legally sufficient evidence: (ai) that isnow or hereafter, as of through no act or failure to act on the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party, is or becomes generally available; (bii) that was is known to the receiving Party as of at the time of its disclosure receiving such Confidential Information and was not otherwise subject to an obligation of confidentiality obligationsto a Third Party; (ciii) that is hereafter furnished to the receiving Party by a Third Party as a matter of right (and without violating any agreement with the disclosing Party) without restriction on use or disclosure; or (iv) is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned use of any Confidential Information received from a third party not known to be under a confidentiality obligation the other Party. In addition, each receiving Party may disclose Confidential Information to the disclosing extent such disclosure is reasonably necessary to protect Intellectual Property Rights to which such Party has a license hereunder, to prosecute or (e) that is defend litigation, to comply with applicable law or regulation, to obtain necessary or desirable regulatory approvals, to respond to a valid order of a court or other governmental body or any political subdivision thereof, or to conduct preclinical or clinical trials, provided that, other than with respect to disclosure for protecting Intellectual Property Rights, the receiving Party shall use reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed pursuant to disclosed. 10.3. Use of Name; Disclosure of Terms of the Agreement . Except as authorized in Section 8 hereof or otherwise required by applicable law, rule, regulation, requirement regulation or the rules of any law enforcement agencysecurities exchange on which such Party’s securities are listed, court order no Party shall use the names of the other Parties in any publicity or advertising without the prior written approval of the other legal process Parties, except that any Party may disclose that they have entered into this Agreement. Except as may be required by applicable law, regulation or at the request rules of a regulatory authority. The Parties acknowledge that the existence and any securities exchange on which such Party’s securities are listed, no Party shall disclose any terms or conditions of this Agreement are required to be publicly disclosed by without the Funds pursuant to applicable law. Without limiting the generality prior written consent of the preceding paragraphsother Parties, BNY Mellon acknowledges provided that a Party may disclose such terms and conditions to any Third Party with whom such Party has entered into or proposes to enter into a business relationship (including any transaction that would result in a permitted assignment in accordance with the terms and conditions of Section 15.11), provided any such Third Party is informed of the confidentiality restrictions herein with respect to such terms and conditions and agrees that Customers are prohibited to abide by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationrestrictions. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof10.

Exceptions. The Parties’ respective confidentiality obligations under set forth in Section 15.1 will 7.1 above shall not apply to any such informationinformation that: (ai) that is, as is lawfully in the possession of the Receiving Party without restriction on disclosure at the time of the Disclosing Party’s first disclosure to the Receiving Party (as evidenced by written records); provided that this clause (i) shall not limit (A) Supplier’s obligations with respect to Confidential Information of Customer that was in Supplier’s possession or known to Supplier’s employees or contractors prior to the Effective Date that relates exclusively to the Acquired Business or (B) Customer’s obligations with respect to Confidential Information of Supplier and its disclosure Affiliates that was in Customer’s possession or thereafter becomes, part known to Customer’s employees or contractors prior to the Effective Date that relates exclusively to businesses of the public domain through a source Supplier and its Affiliates other than the receiving PartyAcquired Business; (bii) that was known is disclosed to the receiving Receiving Party as by a third party who had the right to make such disclosure to the Receiving Party free of the time of its disclosure and was not otherwise subject to any confidentiality obligations; (ciii) that is independently developed by the receiving Receiving Party without reference to such informationor use of the Disclosing Party’s Confidential Information (as evidenced by written records); or (div) that is subsequently learned from a third party not known to be under a confidentiality obligation is, or through no fault of the Receiving Party has become, generally available to the disclosing public. In addition, the Receiving Party or (e) may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required to be disclosed pursuant to applicable by law, rulea court order, regulationor a governmental agency with jurisdiction, requirement provided that before making such a required disclosure the Receiving Party notifies the Disclosing Party in writing of such required disclosure as soon as is reasonably practicable after receiving notice of any such required disclosure, takes commercially reasonable actions to assure the confidential handling of the Disclosing Party’s Confidential Information, including, to the extent permissible and practicable, affording the Disclosing Party a reasonable period of time to seek a protective order prohibiting the disclosure of the Disclosing Party’s Confidential Information, if allowed by applicable law enforcement agencyand cooperates with the Disclosing Party, court order or other legal process or at the Disclosing Party’s reasonable request of a regulatory authority. The Parties acknowledge that and expense, in any lawful action to contest or limit the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse scope of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofrequired disclosure.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding the above, neither party shall have liability to the other with regard to any such information: Confidential Information of the other which the receiving party can prove: (ai) that iswas publicly known at the time it was disclosed or has been made generally available through no fault of the receiving party; (ii) was known to the receiving party, as of without restriction, at the time of its disclosure or thereafter becomesdisclosure, part as demonstrated by written files and records in existence and kept in the ordinary course of business at the time of disclosure; (iii) is disclosed with the prior written approval of the public domain through disclosing party; (iv) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party and by employees of the receiving party who have not had access to the Confidential Information, as demonstrated by written files and records created and kept in the ordinary course of business at the time of such independent development; (v) becomes known to the receiving party, without restriction, from a source other than the receiving Party; (b) that was known to the receiving Party as disclosing party without breach of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed this Agreement by the receiving Party party and otherwise not in violation of the disclosing party’s rights; (vi) is disclosed generally to third parties by the disclosing party without reference restrictions similar to those contained in this Agreement; or (vii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation court order or requirement to the disclosing Party party to enable the disclosing party to seek a protective order or (e) otherwise prevent or restrict such disclosure unless prohibited by such order or requirement or otherwise by applicable law; and provided, further, that if the disclosing party fails to obtain a protective order or other appropriate remedy, the receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed pursuant to applicable law, rule, regulation, requirement of and any law enforcement agency, court order or Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all than such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegally compelled disclosure.

Exceptions. The Parties’ respective Confidential Information shall not include, and these confidentiality obligations under Section 15.1 will shall not apply operate as a restriction on each Party’s right to any such information: (use, disclose, or otherwise deal with information which can be proven by the Receiving Party: a) that is, as of was in the Receiving Party’s possession prior to the time of its disclosure it was acquired from the Disclosing Party and which was not directly or thereafter becomes, part of indirectly acquired from the Disclosing Party; b) is or lawfully becomes generally available to the public domain through no fault of Receiving Party; c) is lawfully and independently made available to the Receiving Party by a source other than third party; d) is released from its confidential status by the receiving Disclosing Party; (bor e) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by or for the receiving Receiving Party without reference the use of the Disclosing Party’s Confidential Information as evidenced by the Receiving Party’s written records. Nothing in this Agreement shall be construed to such information; (d) that is subsequently learned restrict the Parties from a third party not known to be under a confidentiality obligation to the disclosing Party Confidential Information as required by law or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other governmental order or request, provided in each case the Party requested to make such disclosure shall, to the extent permitted by law, timely inform the other Party and use all Commercially Reasonable Efforts to limit the disclosure and maintain the confidentiality of such Confidential Information to the extent possible. In addition, the Party required to make such disclosure shall permit the other Party to attempt to limit such disclosure by appropriate legal process or at the request of a regulatory authoritymeans. The Parties acknowledge that Sponsor is a public company, traded on the existence Tel-Aviv Stock Exchange Ltd. and as such is subject to disclosure requirements under applicable laws and regulations (including securities laws), and therefore it shall be entitled to issue public statements in connection with the engagement hereunder, to the minimal extent required under such laws and regulations. Furthermore it should be noted that the Confidential Information and the terms of this Agreement are required to may be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsconsidered as inside information, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all as such information to BNY Mellon hereunder term is made strictly defined under the conditions of confidentiality set forth in Section 15.1 hereof Israeli Securities Law – 1968 and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulations promulgated thereunder.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding the provisions of Article 10.1, a Party shall be entitled to any such informationdisclose Confidential Information for the purpose of implementing this Agreement: (a) that is, as to any of the time Party’s representatives who have a need to know, provided the recipients have been informed of its disclosure or thereafter becomes, part and are bound to secrecy obligations substantially similar to the provisions of the public domain through a source other than the receiving Partythis Article 11; (b) that was known prior to the receiving filing an IND package, a Party as shall be entitled to disclose Confidential Information to Regulatory Authorities who have a need to know which have been advised of the time confidential status of its disclosure and was not otherwise subject the Confidential Information, provided all necessary procedures are followed to confidentiality obligationspreserve confidentiality; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting preclinical or clinical trials, or otherwise required by law, provided, however, that if a Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public or regulation to make any such disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party’s Confidential Information it will, except where impracticable for necessary disclosures, for which money damages will not provide an adequate remedy. Accordingly, example in the event of a breach medical emergency, give reasonable advance notice to the other Party of Section 15.1 hereofsuch disclosure requirement and, except to the non-breaching Party extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (d) to the extent mutually agreed in writing by the Parties. Specific aspects or details of Confidential Information shall (in addition not be deemed to all other rights and remedies they may have pursuant to this Agreement and at law be within the public domain or in equity) be entitled to an injunction, without the necessity possession of posting any bond or surety, to restrain disclosure or misuse, the receiving Party merely because the Confidential Information is embraced by more general information in whole the public domain or in partthe possession of the receiving Party. Further, any combination of any information Confidential Information shall not be considered in violation the public domain or in the possession of Section 15.1 hereofthe receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.

Exceptions. The Parties’ respective obligations under Section 15.1 will provisions of Clause 17.1 (Duty of Confidentiality) shall not apply prohibit disclosure or use if and to the extent: (i) the disclosure or use is required by law, any such information: regulatory body or any stock exchange; (aii) that is, as the disclosure or use is reasonably required for the provision or receipt of the time of its Services; (iii) the disclosure or thereafter becomes, part use is required for the purpose of any judicial proceedings arising out of this Master TSA or any other agreement entered into under or pursuant to this Master TSA; ​ A50902547/20.0/30 Nov 2023 ​ (iv) the disclosure is made to a Tax Authority in connection with the Tax affairs of the public domain through a source disclosing Party; (v) the disclosure is made to professional advisers or actual or potential financiers of either Party on terms that such professional advisers or financiers undertake to comply with confidentiality obligations broadly equivalent to those set out in this Clause 17 (Confidentiality); (vi) the information is or becomes publicly available (other than by breach of this Master TSA or any other existing confidentiality obligation that prohibits the receiving Party; Party from disclosing such information to a third party); (bvii) that was known the other Party has given prior written approval to the receiving Party as of disclosure or use; (viii) subject to applicable law and applicable competition law, in particular, the time of its disclosure and was not otherwise is made to an Affiliate; (ix) the disclosure is made to a third party service provider, provided such third party service provider is subject to confidentiality obligations; obligations not less onerous than these set forth in this Clause 17 (cConfidentiality); (x) that the disclosure is made by the statutory auditor team of a Party to the statutory auditor team of the other Party in the context of their audit duties to the extent there is a reasonable need of such statutory auditor team to obtain such information (need to know) and provided the members of the receiving auditor team undertake to comply with confidentiality obligations broadly equivalent to those set out in this Clause 17 (Confidentiality); (xi) the information is independently developed by after the receiving Party without reference Conversion Effective Date, provided that prior to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information pursuant to Clause 17.2(i) or 17.2(iii) (Exceptions), the Party concerned shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of promptly notify the obligation hereunder and under applicable law to prevent unauthorized disclosure other Party of such Confidential Information. The Parties acknowledge and agree requirement with a view to providing that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm other Party with the opportunity to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Each Party may disclose Confidential Information belonging to any the other Party to the extent such information: disclosure is necessary in the following instances: (a) filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; Party is expressly permitted to obtain under this Agreement; (b) that was known to the receiving Party regulatory filings for Licensed Product as of the time of its disclosure and was not otherwise subject to confidentiality obligations; permitted by this Agreement; (c) that is independently developed prosecuting or defending litigation as permitted by the receiving Party without reference to such information; this Agreement; (d) complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, including the rules of the U.S. Securities and Exchange Commission and any stock exchange; (e) disclosure to Third Party potential bona fide licensees or acquirors (except that is subsequently learned from in the case of Novo Nordisk Competitors, no Confidential Information of Novo Nordisk, other than a third party not known redacted copy of this Agreement, may be shared), in connection with due diligence or similar investigations by such Third Party licensees, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be under bound by reasonable obligations of confidentiality and non-use; and (f) Zosano may provide to ALZA Corporation a confidentiality obligation copy of this Agreement, redacted by Novo Nordisk to exclude any information not necessary for assessing Zosano’s compliance with the disclosing ALZA Agreement; provided that, if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 12.3(c), (d), or (e) it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure request or requirement so that the other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Party that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective obligations under restrictions set forth in this Article 11 shall not prevent (i) Amgen (and Memory to the extent permitted by Article 9) from in accordance with the terms of this Agreement, preparing, filing, prosecuting or maintaining a patent application or its resulting patents related to a Product, (ii) Amgen or, after the Agreement Term with [*] CONFIDENTIAL TREATMENT IS REQUESTED respect to Confidential Information Memory is permitted to use pursuant to Article 12, Memory from disclosing Confidential Information to governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or marketing of a Product, or (iii) Memory from disclosing Confidential Information of Memory that consists of Memory Know-How that is in existence as of the Effective Date, Memory Know-How this is developed outside of the Research Collaboration, Memory Patent Rights, Memory's interest in Joint Patent Rights, and General Inventions (even if such Confidential Information of Memory is deemed to be Confidential Information of Amgen pursuant to the penultimate sentence of Section 15.1 will not apply 11.1), in addition to Confidential Information related to [*] and amounts payable in the future pursuant to Articles 4 and 5 of the Agreement to a Third Party that Memory reasonably believes in good faith to be a [*], so long as, with respect to any such information: (a) entity, such [*] executes a confidentiality agreement which is at least as restrictive as the provisions of this Article 11, PROVIDED, HOWEVER, that is, as of the time Memory shall provide [*] days prior written notice to Amgen of its disclosure or thereafter becomes, part intent to disclose such Confidential Information of the public domain through a source other than the receiving Party; (b) Memory that was known is deemed to be Confidential Information of Amgen pursuant to the receiving Party as penultimate sentence of Section 11.1 (such notice need only be delivered once per [*]); PROVIDED FURTHER, HOWEVER, that such notice shall not be required if such Confidential Information is limited to the time financial provisions contained in Article 4 and Article 5 of its disclosure and was this Agreement. Notwithstanding the foregoing, Memory may request the consent of Amgen, such consent not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation unreasonably withheld, to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and disclose additional terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of such a Third Party described in the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsentence.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: A Party or its Affiliates may disclose Confidential Information only: (a) Any information set forth in the single press release, dated July 19, 2010, regarding the settlement between the Parties, the content of which was approved by the Parties, can be disclosed by either Party; (b) By Cisco, on a confidential basis and only with respect to non-monetary terms, to advise its actual or potential Cisco Authorized Parties that isthey are licensed under the Licensed Patents and the extent to which they are licensed; (c) If required by court order, governmental agency or as otherwise may be required by law, provided the Party required to disclose gives the other Party written notice at least ten (10) days prior to disclosure to enable the other Party to seek a protective order, and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the time of its disclosure or thereafter becomesConfidential Information; *** CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (d) If required to enforce rights under this Agreement, part and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the public domain through Confidential Information; (e) To the extent reasonably necessary, on a source other than the receiving confidential basis, to: (i) its accountants, attorneys, and financial advisors; (ii) its present or future providers of venture capital and/or potential investors in or acquirers of such Party; (biii) that was known any governmental body having jurisdiction and calling therefore; (iv) legal counsel representing a Party or representing an Entity proposing to merge with or acquire the receiving Party as of the time or one of its disclosure and was not otherwise subject to confidentiality obligationsAffiliates; (cv) that is independently developed by the receiving Party without reference to such informationa Party’s insurer; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (evi) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order third parties in connection with financing or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglypotential Acquisition activities; provided that, in the event situations described in (ii) through (vi), such Party exercises reasonable efforts, consistent with industry norms, to obligate such third parties to maintain the confidentiality of the Confidential Information; or (f) By Network-1 (or its successor), on a breach of Section 15.1 hereof, the confidential basis and only with respect to non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or suretymonetary terms, to restrain disclosure parties negotiating a potential license with Network-1 for the Asserted Patent or misuse, in whole or in part, of any information in violation of Section 15.1 hereofhave licensed the Asserted Patent.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: A Party or its Affiliates may disclose Confidential Information, on or after the Effective Date, only: (a) On a confidential basis, to advise its actual or potential Authorized Third Parties that isthey are licensed under the Forgent Patents and the extent to which they are licensed; (b) If required by court order, governmental agency or as otherwise may be required by law, provided the Party required to disclose gives the other Party written notice at least ten (10) days prior to disclosure to enable the other Party to seek a protective order, and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the time of its disclosure or thereafter becomesConfidential Information; (c) If required to enforce rights under this Agreement, part and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the public domain through Confidential Information; or (d) To the extent reasonably necessary, on a source other than the receiving confidential basis, to: (i) its accountants, attorneys, and financial advisors; (ii) its present or future providers of venture capital and/or potential investors in or Acquirers of such Party; (biii) any governmental body having jurisdiction and calling therefore; (iv) legal counsel representing a Party or representing an Entity proposing to merge with or acquire the Party or one of its Affiliates; (v) a Party’s insurer; or (vi) third parties in connection with financing or potential acquisition activities; provided that, in the situations described in (ii) through (vi), such Party exercises reasonable efforts, consistent with industry norms, to obligate such third parties to maintain the confidentiality of the Confidential Information. (e) Forgent may only publicly issue an announcement substantially similar to what is attached as Exhibit E as its press release and body of its initial Form 8-K with respect to this Agreement. Notwithstanding the confidentiality obligations in this Agreement, each Party acknowledges and agrees that was known the other Party may comply with its securities disclosure obligations under applicable laws and regulations, including securities laws and regulations and continuous disclosure obligations, including referencing or disclosing this Agreement and any of its statements as required (each such disclosure as to this Agreement or any of its Exhibits, a “Securities Disclosure”) subject to the receiving provisions of this Section. In making a Securities Disclosure, each Party as agrees to act in good faith to maintain the confidentiality of this Agreement, each provision hereof, and each Exhibit hereto, to the time of greatest extent reasonably possible, consistent with all legal and regulatory obligations. In all instances, the Party making a Securities Disclosure shall consult with the other Party at least five (5) days prior to releasing or filing the Securities Disclosure and respond to any related request for confidential treatment (“CTR”). Following its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to response, the disclosing Party or (e) shall provide reasonable opportunity for discussion at the request of the other Party regarding the CTR and the scope of the Securities Disclosure. Any disclosing Party agrees to work in good faith with the other Party regarding any Securities Disclosure and any CTR to implement the foregoing, with the understanding that the disclosing Party maintains full authority to determine in good faith, consistent with the foregoing obligations, the extent of disclosure that is required to be disclosed pursuant made to comply with all applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence laws and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulations.

Exceptions. The Parties’ respective obligations under Section 15.1 will not obligation of non-disclosure does not, or no longer, apply to any such information: to: (a) that is, Confidential Information which is in the possession of the Recipient not as a result of any improper inaction or action of the Recipient without obligations of confidentiality at the time of disclosure as shown by the Recipient’s and/or its Affiliate’s files and records prior to the time of disclosure; and/or (b) Confidential Information which becomes prior to or after the time of disclosure or thereafter becomes, part of the public domain knowledge or literature, but through a source other than the receiving Party; (b) that was known to the receiving Party as no fault or improper inaction or action of the time of its disclosure and was not otherwise subject Recipient or any Third Party to confidentiality obligationswhom the Recipient might have provided the Confidential Information; and/or (c) Confidential Information rightfully acquired from others who did not obtain it under the pledge of secrecy to the disclosing Party; and/or (d) Confidential Information that is independently developed by or on behalf of the receiving Party Recipient without reference to such informationthe Confidential Information of the disclosing Party, as can be shown through documentation; and/or (de) that Confidential Information which is subsequently learned from a third party not known requested or ordered to be under disclosed by a confidentiality obligation to governmental authority, court or arbitral proceedings, or otherwise by mandatory law. On receipt of such request or order, the Recipient shall notify immediately the disclosing Party or (e) without any delay of such pending disclosure so that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court a protective order or other legal process or at appropriate remedy may be obtained. If such an order is not available, the request Recipient shall only discloses the minimum portion of a regulatory authority. The Parties acknowledge Confidential Information that the existence is legally compelled to disclose; and/or (f) Confidential Information which is specifically and terms of this Agreement are required to be publicly disclosed expressly approved by the Funds pursuant disclosing Party and/or its Affiliate in writing for release prior to applicable law. Without limiting such release. (g) Any high level tours of manufacturing line(s) installed or otherwise constructed at Nikola’s facilities that are derived from or based upon the generality Licensed Materials in the Licensed Territory so long as the following criteria are met: (i) the high level tours are only provided to Nikola customers, service partners or suppliers that are not fuel cell competitors of Bosch or its Affiliates, and (ii) prior to any high level tours, each customer, service partner or supplier has entered into a written confidentiality agreement with Nikola and Bosch that is at least as restrictive as the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality terms set forth in Section 15.1 hereof and solely this FCPM License. Additionally, the Recipient is hereby notified that, as set forth in 18 U.S.C. §1833(b), he/she does not have criminal or civil liability under U.S. trade secret law for the purposes following disclosures of a trade secret, subject to Section 10.2(e): i. disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a suspected violation of law; and/or ii. disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. In case the Recipient is claiming a right of disclosure under Section 10.2, it has the burden of proof in establishing any of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofabove mentioned exceptions.

Exceptions. The Parties’ respective obligations under Section 15.1 will restrictions in Clause 17.1 above shall not apply to any such information: if the information or knowledge concerned: (a) that is, as of the time of its disclosure or thereafter becomes, part of the has become public domain through a source knowledge other than as a result of unauthorised disclosure by the receiving Party; Parties; (b) that was known to has been disclosed in the receiving Party as proper performance of the time of its disclosure and was not otherwise subject relevant Party’s obligations under or consequent to confidentiality obligations; this Agreement; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned received from a third party not known to be under a without any duty of confidentiality obligation to in relation thereto; (d) is already in the disclosing possession of the relevant Party or before negotiations commenced between the Parties; (e) is developed or prepared by the relevant Party independently of information received after negotiations commenced between the Parties; (f) is disclosed by the relevant Party to its Subsidiaries or Affiliates or the investors of funds managed by such Party for internal reporting purposes provided that such Subsidiaries or Affiliates or such investors (as the case may be) shall have undertaken to comply with the confidentiality obligations hereto; (g) is otherwise required to be disclosed by law or any regulatory authority or any court properly exercising jurisdiction over the relevant Party, in connection with the Proposed IPO and Listing and to such professional parties involved in the Proposed IPO and Listing or otherwise, or in accordance with the best accounting practice in the accounts of the relevant Party, provided that, if any Party is required to make a disclosure by reason of this Clause 17.2(g), it shall, to the extent reasonably possible, supply a copy of the contents of any such disclosure to the other Party prior to the making of such disclosure, failing which it shall do so as soon as is reasonably practicable after the malting of such disclosure. In this connection, the Investors hereby agrees to provide the Company with information that is required to be disclosed pursuant in relation to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that aforesaid and hereby consents to the existence use and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, public documents for the non-breaching Party shall Proposed IPO and Listing or where required; or (h) is disclosed to potential investors contemplating to invest in addition to all other rights and remedies they may have pursuant to this Agreement and at law the Company or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofListco.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that isThe Parties agree to jointly draft and issue, as in the name of one or both parties, a mutually acceptable press release within thirty (30) days after the Effective Date. Neither Party shall issue any such release without prior written consent of the time other. Any information included in a mutually accepted press release is deemed after such release not to be information subject to the provisions of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; Section 10.2. (b) that was known Subject to the receiving following conditions, either Party may disclose the terms and conditions of this Agreement to any bona fide potential acquirer of or potential party to an acquisition by or joint venture or strategic license arrangement with, or potential investor in or lender to, the Party disclosing the information with respect to a transaction as of to which the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofreasonably material, and that BNY Mellon shall apprise acquirer’s, party’s, investor’s, or lender’s legal counsel, financial advisor and accounting firm (all such persons having access of the obligation hereunder and under applicable law third parties specified in this sentence are hereafter referred to prevent unauthorized disclosure of such Confidential Informationcollectively as the “Recipients”). The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for conditions under which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, disclosure may be made are: (i) the non-breaching disclosing Party may request, and the disclosing Party shall implement, redactions to the Agreement that are reasonably not material to the disclosure; (ii) prior to the disclosure, each Recipient shall execute a reasonable and customary confidentiality agreement, on behalf of itself and its representatives, agreeing to maintain the confidential nature of the disclosure in addition perpetuity and to all utilize the information solely for purposes of internal diligence with respect to the proposed transaction; and (iii) the Recipients shall have the right to review the Agreement in person at premises under the control of the disclosing Party but will not be provided with or permitted to make a copy or written record of the Agreement or excerpts thereof for removal from such premises (either electronically or via photocopier, telecopy, or in any other rights and remedies they manner). (c) Either Party may have pursuant to disclose this Agreement to its legal counsel, financial advisors and at law or in equity) be entitled its auditors, provided that such counsel and auditors are advised of the confidential nature of this Agreement prior to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsuch disclosure.

Exceptions. (a) The Parties’ respective obligations under consent required by Section 15.1 will 16.2(a) shall not apply to a disclosure of Business Information: (i) to any such information: (a) that is, as of the time of its disclosure Affiliates or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request Representatives of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information Member (including by BNY Mellon or any of its employees or agentsAffiliates) that has a bona fide need to be informed; provided that disclosure of Business Information to, or any trading on discussion with respect to Business Information by any Member, with Glencore shall be deemed to be for bona fide purposes in accordance with the basis foregoing sentence; (ii) subject to the restrictions in Article 14, to any Third Party to whom the disclosing Member bona fide contemplates a Transfer of all, but not less than all, of its Offered Interest, including by way of Indirect Transfer; (iii) to any bona fide Lenders or other financing sources who have entered into a confidentiality agreement with the disclosing Member that contains provisions substantially similar to and no less stringent than those contained in Section 16.2(a); (iv) to a Governmental Authority responsible for the administration and calculation of Taxes, where the disclosing Member determines, acting reasonably, that such disclosure is necessary and appropriate to facilitate discussions related to Tax matters affecting such disclosing Member; or (v) by the Management Team or the Company which is reasonably necessary for the Management Team or the Company, as the case may be, to carry out its responsibilities under this Agreement. (b) In the case of a disclosure pursuant to Section 16.4(a)(i), the disclosing Member shall advise the relevant Affiliates and Representatives of the confidential nature of such information by anyone in receipt Business Information. In any case to which any of such informationSections 16.4(a)(ii), 16.4(a)(iii) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities16.4(a)(iv) are applicable, that access the disclosing Member shall: (i) give not less than 48 hours prior notice to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access the other Parties of the obligation hereunder intended disclosure; (ii) only disclose such Business Information as such Third Party or Lender, as the case may be, shall have a legitimate business need to know or, in the case of Section 16.4(a)(iv), shall only disclose such Business Information as such disclosing Member determines, acting reasonably, is appropriate to disclose in the particular circumstances and under applicable law to prevent unauthorized the disclosure of which will not prejudice the interests of the non-disclosing Members or the Company with any Governmental Authority; (iii) inform such Confidential Information. The Parties acknowledge Third Party, Lender or Governmental Authority, as the case may be, of the disclosing Member's obligations hereunder; (iv) ensure that such Third Party or Xxxxxx, as the case may be, agrees in writing in favor of the disclosing Member to protect such Business Information from further disclosure to the same extent as such Member is obligated under this Article 16; and (v) be liable to the Company and agree that the non-disclosing Members for any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other provisions of this Article 16 by such Third Party, for which money damages will not provide an adequate remedy. AccordinglyLender or Governmental Authority, in as the event of a case may be, as if it had committed the breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsuch provisions itself.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding the foregoing, Confidential Information does not apply to include any such information: of the following which is verifiable by written records: (a) Information that is, as of the time of its disclosure or thereafter becomes, part of was generally available to the public domain through a source other than the receiving Party; prior to disclosure by WCC; (b) Information that becomes generally available to the public after disclosure by WCC, but only if such information became generally available to the public by means other than an unauthorized disclosure resulting from an act or omission by the Vendor; (c) Information that was known lawfully in Vendor's possession prior to the receiving Party as disclosure by WCC; (d) Information disclosed to Vendor by a third party who was lawfully in possession of the time of its disclosure such information and who was not bound by a confidentiality agreement with WCC and who was not otherwise subject prohibited from transmitting the information to confidentiality obligationsVendor by a contractual, legal, fiduciary, or other obligation; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or and (e) Information that is required to be disclosed to comply with applicable laws or regulations or with a court or administrative order, provided that Vendor shall provide the WCC with prior written notice of such required disclosure and that Vendor shall take all reasonable and lawful actions to obtain confidential treatment of such disclosure and, if possible, to minimize the extent of such disclosure. Specific information within the scope of Confidential Information pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement are required shall not be deemed to be publicly within any of the above exceptions merely because the information is embraced by more general information within any of the above exceptions. In addition, Vendor will not be relieved of its obligation of confidentially and non-disclosure as to any combination of features disclosed by the Funds pursuant to applicable law. Without limiting the generality provisions of this Agreement merely because individual features of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers combination are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of within any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance above exceptions, but only if the combination itself and its principle of custodial services hereunderoperation are within one of the above exceptions. In the event Vendor determines that all or part of the provided Confidential Information is excluded from the obligations of confidence contained herein and/or intends to disclose such information, that any unauthorized disclosure or misuse Vendor shall provide to WCC written notice of such information determination or intent and the reason therefore at least thirty (including 30) days prior to any disclosure by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure Vendor of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. 3.1 The Parties’ respective Recipient may disclose Confidential Information to other Receiving Entities who have an actual need to know the Confidential Information for the Permitted Purpose, provided that it informs those other Receiving Entities of the confidential nature of the Confidential Information before such disclosure. 3.2 Subject to clause 3.3, the obligations under Section 15.1 will in clause 2 shall not apply to any such information: Confidential Information which (as shown by appropriate documentation and other evidence in the Recipient’s possession): (a) that is, as of was already known to a Receiving Entity on a non-confidential basis prior to the time of its first disclosure by a Disclosing Entity to a Receiving Entity, unless it came to be so known as a direct or thereafter becomesindirect result of having been: (i) unlawfully obtained by a Receiving Entity, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned whether from a third party not known to be under or otherwise; or (ii) received by a Receiving Entity from a third party that owed a confidentiality obligation to the disclosing Disclosing Party in respect of that information at the time of such receipt, in circumstances in which the Recipient knew, or ought reasonably to have known after due enquiry, that the third party owed that confidentiality obligation to the Disclosing Party; (b) is or becomes generally available to the public, unless it became so generally available as a direct or indirect result of having been disclosed by any person: (i) in circumstances that constitute a breach of this agreement by the Recipient (for the avoidance of doubt, including any breach by the Recipient of its obligations under clause 2.1(e) to ensure that its Authorised Third Party Recipients comply with the obligations in this agreement as if they were parties to this agreement in the place of the Recipient); or (ii) that owed a confidentiality obligation to the Disclosing Party in respect of that information at the time of such disclosure, in circumstances in which the Recipient knew, or ought reasonably to have known after due enquiry, that the person owed that confidentiality obligation to the Disclosing Party; (c) is, after the time of its first disclosure by any Disclosing Entity to any Receiving Entity, lawfully received by any Receiving Entity from a third party that is not a Disclosing Entity, and the Recipient reasonably believed, after due enquiry, that the information was not so received as a direct or indirect result of a breach by any person of a confidentiality obligation owed to the Disclosing Party; (d) is required by law or court order to be disclosed, provided that the Recipient must: (i) promptly notify the Disclosing Party in writing in advance of any such disclosure, if reasonably practicable; and (ii) reasonably assist the Disclosing Party in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Disclosing Party; (e) that is required to be disclosed pursuant to applicable lawindependently developed by a Receiving Entity without any direct or indirect use of, rulereference to, regulation, requirement of or reliance on any law enforcement agency, court order Confidential Information; or (f) is authorised for release or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed use by the Funds pursuant to applicable law. Without limiting the generality written pre-approval of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information Disclosing Party but only to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse extent of such information (including by BNY Mellon or written pre-approval. 3.3 The exceptions in clause 3.2 shall not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageInformation merely because individual elements, but irreparable harm to not the other Partycombination, for which money damages will not provide an adequate remedy. Accordingly, are included in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofconfidential information.

Exceptions. The Parties’ respective obligations under Section 15.1 restrictions set forth in this Article 11 will not apply prevent either Party from (i) disclosing Confidential Information in connection with preparing, filing, prosecuting or maintaining its patent rights, (ii) disclosing Confidential Information to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known Authorities to the receiving Party as of the time of its disclosure and was not otherwise subject extent required or desirable to confidentiality obligations; obtain a regulatory approval, (ciii) that is independently developed by the receiving Party without reference disclosing Confidential Information to such information; investors (d) that is subsequently learned from a third party not known to be under a confidentiality agreement at least as restrictive as the provisions of this Article 11), (iv) disclosing Confidential Information to underwriters and financial advisors (under an obligation to of confidentiality) in connection with the disclosing Party public offering of securities, or (ev) disclosing Confidential Information that is reasonably determined is required to be disclosed pursuant by the Receiving Party (to comply with applicable law, rule, regulation, requirement of any law enforcement agency, court order securities or other legal process laws) to public investors or at governmental agencies in connection with the request public offering of a regulatory authoritysecurities, provided that in all of the above cases, the Party disclosing Confidential Information of the Disclosing Party will use all reasonable efforts to provide prior written notice of the disclosure to the Disclosing Party and to take reasonable and lawful actions to avoid or limit the disclosure or to assist the Disclosing Party in avoiding or limiting the disclosure. The Parties acknowledge that Further, either Party may also disclose the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant its attorneys and advisors, to applicable law. Without limiting the generality potential acquirors in connection with a potential change of control transaction or asset sale, stock sale or merger transaction and to existing and potential investors or lenders of the preceding paragraphsParty, BNY Mellon acknowledges as a part of their due diligence investigations, or to potential permitted assignees, in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and agrees that Customers are prohibited non-use substantially similar to the terms contained in this Agreement. Client may attach and disclose the content of this Agreement in its public filings (after prior review by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information Patheon not to BNY Mellon hereunder is made strictly exceed 10 business days)) to the extent required under the conditions Securities Act of confidentiality set forth in Section 15.1 hereof and solely for 1933, as amended, the purposes Securities Exchange Act of the performance of custodial services hereunder1934, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsas amended, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and regulations promulgated under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthese Acts.

Exceptions. The Parties’ respective obligations under Section 15.1 will ‌ Clause 13.2 shall not apply to any such information: (a) that is, as of the time of its prohibit disclosure or thereafter becomes, part use of the public domain through a source other than the receiving Party; (b) that was known any information if and to the receiving Party as extent that: 13.3.1 the disclosure or use is required by Applicable Law, any governmental or regulatory body or any stock exchange on which the shares of an Investor or its parent undertaking are listed;‌ 13.3.2 the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that use is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at vest the request of a regulatory authority. The Parties acknowledge that the existence and terms full benefit of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely an Investor or otherwise for the purposes of monitoring its investment in Stubco or the performance of custodial services hereunder, that any unauthorized Group;‌ 13.3.3 the disclosure or misuse use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any Transaction Document;‌ 13.3.4 the disclosure is reasonably made to a tax authority in connection with the tax affairs of the disclosing Party; 13.3.5 the disclosure is made to a Representative of an Investor or its Affiliates or to an Observer on a need to know basis on terms that such Representative or Observer undertakes to comply with the provisions of Clause 13.2 in respect of such information as if the Representative or Observer were a Party to this Agreement; 13.3.6 the information is or becomes publicly available (including other than by BNY Mellon breach of this Agreement); 13.3.7 the disclosure is made by or any on behalf of its employees a Qualifying Rollover Shareholder on a confidential basis to bona fide potential purchasers (which are not Restricted Persons)and their respective Representatives, provided in each case that: (i) such persons need to know the information for the purposes of considering, evaluating, advising on, furthering or agents, financing a Direct Transfer or any trading on Indirect Transfer of Securities; and (ii) such persons undertake to comply with the basis provisions of Clause 13.2 in respect of such information by anyone in receipt as if each such person were a Party to this Agreement; 13.3.8 the Lead Investor has given prior written approval to the disclosure or use of such information) may constitute a criminal offense ; or 13.3.9 the information is independently developed after the date of trading on this Agreement without breaching any term of this Agreement, provided that before disclosure or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofunder Clause 13.3.1, and that BNY Mellon shall apprise all such persons having access of 13.3.2 or 13.3.3, the obligation hereunder and under applicable law to prevent unauthorized disclosure Investor concerned shall, where not prohibited by law, promptly notify the Lead Investor of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm requirement with a view to providing the other Party, for which money damages will not provide an adequate remedy. Accordingly, in Lead Investor with the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition opportunity to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. The Parties’ respective obligations under Section 15.1 13.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds Series pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are Customer is prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 13.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 13.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 13.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 13.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 13.1 hereof.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 9.1, the restrictions provided in this Article 9 will not apply to any information that is (and such information: information will not be considered confidential or proprietary under this Agreement) (a) that is, already publicly available or in the public domain as of the time of its disclosure Effective Date or thereafter becomesbecomes publicly known through no act, part omission or fault of the public domain through a source other than receiving Party or any third party to whom the receiving PartyParty provided such information; (b) that with respect to Proprietary Information, is or was known already in the possession of the receiving Party at the time of disclosure by the disclosing Party, except to the extent same constitutes the intellectual property, process, protocols, best practices and technology reasonably required to produce the Products, in which case Greatbatch shall keep same confidential as if it were the Proprietary Information of Customer unique to the Products and; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned on an unrestricted basis from a third party not known under an obligation of confidentiality to the other Party or any affiliate of such other Party with respect to such information; or (d) information that is identical to, or similar in nature to the purported Proprietary Information but has been independently created, as evidenced by written or electronic documentation, without any aid, application or use of the confidential Proprietary Information. A disclosure as required by Applicable Law will not be considered to be under a confidentiality obligation violation of this Article 9, provided that the receiving Party uses reasonable efforts to give the disclosing Party or (e) advance notice , if legally permitted, of such required disclosure in sufficient time to enable the disclosing Party to seek confidential treatment for such information, and provided further that the receiving Party provides all reasonable cooperation to assist the disclosing Party to protect such information and limits the disclosure to that information which is required by Applicable Law to be disclosed pursuant disclosed. Moreover, either Party may use Proprietary Information to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at enforce the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required or any ancillary agreement between the Parties or their affiliates if it gives reasonable advance notice to be publicly disclosed by the Funds pursuant other Party to applicable law. Without limiting permit the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of other Party a sufficient opportunity to take any and all such information measures to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse ensure confidential treatment of such information (including by BNY Mellon or any of its employees or agents, or any trading on and the basis of such information by anyone in receipt disclosing Party will provide reasonable cooperation to protect the confidentiality of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective foregoing confidentiality obligations under Section 15.1 will shall not apply to any Confidential Information to the extent the recipient party can establish by competent documentary proof that such information: Confidential Information: (a) that is, as of Was already properly known to the recipient party at the time of its disclosure disclosure; (b) Was generally available to the public or thereafter becomes, otherwise part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of at the time of its disclosure and was not otherwise subject to confidentiality obligations; the recipient party; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation Became generally available to the disclosing Party public or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality otherwise part of the preceding paragraphspublic domain after its disclosure or development, BNY Mellon acknowledges as the case may be, and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes other than through an act or omission of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon recipient party or any of its employees or agentsRepresentatives; (d) Was properly disclosed to the recipient party by a third party who had no obligation to keep such information confidential to others; or (e) Was developed independently by, or any trading on behalf of, recipient party without use of, reference to, or reliance on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such other party’s Confidential Information. The Parties acknowledge and agree that Where the recipient party (or any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm its Representatives) is required to disclose the other Partyparty’s Confidential Information pursuant to applicable Laws, for which money damages will not provide an adequate remedy. Accordingly, in including any court or administrative proceedings or the event of a breach of Section 15.1 hereoflike, the non-breaching Party recipient party shall immediately notify the other party in writing of such requirement so that the other party has a meaningful opportunity to seek an appropriate protective order to prevent to such disclosure, and if so requested the recipient party shall cooperate in such efforts. If, after providing such notice and assistance as required herein, the recipient party (in addition or any of its Representatives) remains legally required to all disclose any Confidential Information, the recipient party (and its Representatives) shall disclose no more than that portion of the Confidential Information which, on the advice of the recipient party’s legal counsel, the recipient party (or its Representatives) is legally required to disclose and, upon the other rights and remedies they may have pursuant party’s request, shall use commercially reasonable efforts to this Agreement and at law obtain assurances from the applicable court or in equity) agency that such Confidential Information will be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofafforded confidential treatment.

Exceptions. The Notwithstanding clause 18.7(a), the Borrower, Lenders, the Agent and the Security Trustee (the Lenders, the Agent and the Security Trustee or any of them hereinafter in this clause referred to as the “Lending Parties’ respective ”), as the context requires, shall be entitled to disclose the whole or any part of the Confidential Information: (i) to any Lender, Agent or Security Trustee, Borrower or to their directors, officers, employees, servants, subcontractors, agents, auditors or professional advisers to the extent necessary to enable it or them to perform (or to cause to be performed) or to enforce any of its or their rights or obligations under Section 15.1 will any of the Project Documents, the Security Documents, this Facility Agreement and in respect of the Lending Parties all related documents or (as the case may be) to assess whether or not apply to become a Lender, Agent and/or Security Trustee; (ii) when required to do so by law or regulation by or pursuant to the rules or any such information: order having the force of law of any court, association or agency including without limitation the London Stock Exchange and/or the Johannesburg Stock Exchange or any successors thereof or other agency of competent jurisdiction or any governmental agency; (aiii) to the extent that isthe Confidential Information has, except as a result of a breach of confidentiality, become publicly available or generally known to the public at the time of its disclosure or thereafter becomes, part of such disclosure; (iv) to the extent that the Confidential Information is already lawfully in the public domain through a source other than and/or lawfully in the receiving Party; (b) that was possession of the recipient or lawfully known to him prior to such disclosure; (v) subject to the receiving Party as consent of the time of its Borrower in the event that disclosure is by the Lending Parties and was not otherwise subject to confidentiality obligations; the consent of the Agent (cacting on the advice of the Lenders) in the event that disclosure is independently developed by the receiving Party without reference Borrower such consent in either case not to such information; (d) be unreasonably withheld and/or delayed, to the extent that is subsequently learned it has acquired the Confidential Information from a third party who is not known in breach of any obligation as to confidentiality to the other party; (vi) to the extent permitted by any of the Project Documents, Facility Agreement, Security Documents or any related documents; or (vii) subject to the consent of the Borrower in the event that disclosure is by the Lending Parties and subject to the consent of the Agent (acting on the advice of the Lenders) in the event that disclosure is by the Borrower such consent in either case not to be under a confidentiality obligation unreasonably withheld and/or delayed to the disclosing Party or (e) extent that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of parties wishes to use any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely non-commercially sensitive Confidential Information for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any marketing and/or promotion of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.business activities;

Exceptions. 3.1 The Parties’ respective obligations of the Receiving Party under Section 15.1 will this Agreement shall not apply and shall cease to apply to any such information: (a) that is, as Confidential Information of the Disclosing Party or any Associate which: 3.1.1 is in the public domain or at any time of its disclosure or thereafter becomes, lawfully becomes part of the public domain domain, in each case other than through a source other than the receiving Party; (b) that was known to the receiving Party as breach of the time terms of this Agreement by the Receiving Party or by any other person to whom the Receiving Party has disclosed the Confidential Information; 3.1.2 the Receiving Party can show was already in its possession prior to disclosure of the Confidential Information to it, and was not otherwise subject acquired either directly or indirectly from the Disclosing Party or any Associate or from a third party who was under an obligation of confidentiality to confidentiality obligations; (c) that is the Disclosing Party or any Associate; 3.1.3 was independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned or using in any way any Confidential Information which was disclosed to it; 3.1.4 the Receiving Party obtains from a third party not known who has a right to be under make a confidentiality obligation non-confidential disclosure of the Confidential Information; the Disclosing Party gives its written consent to the disclosing Party or (e) that being disclosed; is required to be disclosed pursuant to comply with applicable lawlaws and regulations, rule, regulation, requirement or with a court or administrative order or by lawful action of any regulatory or law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge body PROVIDED ALWAYS that the existence and terms of this Agreement are required to be publicly disclosed by Receiving Party gives the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse Disclosing Party sufficient prior written notice of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of intended disclosure such information by anyone in receipt of such information) that it may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access seek reasonable legal remedies to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of obtain confidential treatment for such Confidential Information. The Parties acknowledge ; the Receiving Party is obliged to disclose or produce by virtue of a subpoena, witness summons or other order of a court of competent jurisdiction (the “Disclosure Order”) PROVIDED ALWAYS that the Receiving Party shall within 48 hours of receipt of the Disclosure Order notify and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm confirm to the other Party, for Disclosing Party such notification in writing setting out the purpose of the Disclosure Order and the extent of the disclosure; or the Receiving Party is obliged to disclose to comply with the rules of any stock exchange on which money damages will not provide an adequate remedy. Accordingly, the shares of the Receiving Party (or a Limited Company in the event of a breach of Section 15.1 hereof, Receiving Party’s group) are listed PROVIDED ALWAYS that the non-breaching Receiving Party shall (notify in addition writing to all other rights and remedies they may have pursuant to this Agreement and at law or the Disclosing Party such disclosure in equity) be entitled to an injunction, without advance setting out the necessity extent of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthe disclosure.