Common use of EXCHANGE OF INFORMATION AND CONFIDENTIALITY Clause in Contracts

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 During the term of this Agreement, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGY. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 8.05 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL shall submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 5.1 During the term of this Agreement, SB Novartis shall have full access to all matters encompassed within TECHNOLOGY Data and PTL Peptide shall upon the request of SB promptly disclose and/or supply SB Novartis with all TECHNOLOGYData. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 5.2 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL Peptide and SB Novartis shall keep the Confidential Information confidential and not use or reveal or disclose to THIRD PARTIES Third Parties any confidential information Confidential Information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 Party or otherwise developed by either party Party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other disclosing party, : 5.2.1 except as may be otherwise provided herein, or ; or 5.2.2 as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT Substrate or Product or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or ; or 5.2.3 is required to be disclosed to a governmental agencyby law, by any court of competent jurisdiction or by any other appropriate regulatory body (including without limitation the London Stock Exchange Limited and the Panel on Take-overs and Mergers). 5.2.4 is necessary to file or prosecute patent applications concerning PRODUCT Substrate Inhibitors or to carry out any litigation concerning PRODUCT. This Substrate or Inhibitors. 5.3 The confidentiality obligation in Clause 5.2 shall not apply to such information which is which: 5.3.1 at the date of this Agreement or becomes a matter at any time after the date of public knowledgethis Agreement is, or is already in comes into, the public domain other than through breach of this Agreement by the receiving Party or any Recipient; 5.3.2 can be shown by the Receiving Party to the satisfaction of the Disclosing Party to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; 5.3.3 subsequently comes lawfully into the possession of the receiving party, or is disclosed Receiving Party from a third party under no obligation of confidence to the receiving party by a THIRD PARTY having the right to do so, or Disclosing Party in respect of such Confidential Information; 5.3.4 is subsequently and independently developed by employees of the receiving party Receiving Party or AFFILIATES Affiliates thereof who had no knowledge of the confidential information Confidential Information disclosed; or 5.3.5 is required by law, by any court of competent jurisdiction or by any other appropriate regulatory body (including without limitation the London Stock Exchange Limited and the Panel on Take-overs and Mergers). The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information Confidential Information is granted. 8.05 5.4 Nothing herein shall be construed as preventing either party Party from disclosing any information received from the other party Party to an AFFILIATE or sublicensee Affiliate, sub-licensee or distributor, provided such AFFILIATE or sublicensee Affiliate, sub-licensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential informationConfidential Information in terms as if such recipient were a Party to this Agreement. 8.06 5.5 All confidential information Confidential Information disclosed by one party Party to the other shall remain the intellectual property of the disclosing partyDisclosing Party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party Party to this Agreement based on the insolvency or bankruptcy of such partyParty, the bankrupt or insolvent party Party shall promptly notify the court or other tribunal tribunal: (i) that confidential information Confidential Information received from the other party Party under this Agreement remains the property of the other party and Party; and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party Party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other partyParty's confidential information Confidential Information and to insure ensure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 5.6 No public announcement or other disclosure to THIRD PARTIES Third Parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party Party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party Party and agreement upon the nature and text of such announcement or disclosure, disclosure such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties The Parties agree that it immediately following the execution of this Agreement a Press Release may be released by the Parties concerning the completion of this Agreement the contents of which will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about mutually agreed by them. Similar mutually approved Press Releases may be released throughout the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party term of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosureAgreement as major milestones are achieved. 8.08 5.7 Neither SB Novartis nor PTL Peptide shall submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party Party without first obtaining the prior written consent of the other partyParty, which consent shall not be unreasonably withheld. The contribution of each party Party shall be noted in all publications or presentations by acknowledgement or coauthorshipco-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 12.01 During the term of this Agreement, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL relevant to the licenses granted hereunder and CPG shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGYdata and information which is within TECHNOLOGY relevant to the licenses granted hereunder. Parties shall discuss within the STEERING COMMITTEE any such matters and disclose such data and information to SB. 8.02 12.02 During the term of this Agreement, SB shall have full access to (and PTL CPG will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTSthe use of ADJUVANT in PRODUCTS and/or COMBINATION, whether patentable or not, which PTL CPG may develop, acquire or otherwise have or obtain rights or access to, to and where appropriate the foregoing shall be subject which CPG can provide to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereonSB. 8.03 12.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT ADJUVANT in PRODUCTS and/or COMBINATIONS and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCTADJUVANT as a component of a PRODUCT and/or COMBINATION. 8.04 12.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL CPG and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information CONFIDENTIAL INFORMATION received from the other party including but not limited to that referred to in Sections 7.0410.03, 8.02 11.01, 11.02, 12.02 and 8.03 12.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required by SB for purposes of investigating, developing, manufacturing or marketing PRODUCT and/or COMBINATION or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning the use of ADJUVANT in PRODUCT and/or COMBINATION or to carry out any litigation concerning PRODUCTthe use of ADJUVANT in PRODUCT and/or COMBINATION. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 8.05 12.05 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 12.06 All confidential information CONFIDENTIAL INFORMATION disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information CONFIDENTIAL INFORMATION received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information ’s CONFIDENTIAL INFORMATION and to insure that the court, other tribunal or appointee maintains such information CONFIDENTIAL INFORMATION in confidence in accordance with the terms of this Agreement. 8.07 12.07 The parties shall mutually agree on a press release upon execution of this Agreement and disclosures shall not refer to specific financial terms contained herein, unless required otherwise by law. No other public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such such. announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. Once any disclosure has been approved, either party may subsequently disclose any portion of the information contained in such disclosure without further consent. 8.08 12.08 Neither SB nor PTL CPG shall submit for written or oral publication any manuscript, abstract or the like relating to the FIELD which includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party if any shall be noted in all publications or presentations by acknowledgement acknowledgment or coauthorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 6.01. Promptly after the date of this AGREEMENT first written above, ADOLOR shall disclose and supply to SB all KNOW-HOW. Thereafter, ADOLOR shall promptly disclose and supply to SB any further KNOW-HOW which may become known to ADOLOR. All KNOW-HOW disclosed to SB is confidential information and shall be governed by the provisions of Paragraph 6.03. 6.02. The responsibilities of the parties for reporting of adverse drug experiences related to PRODUCT to regulatory authorities throughout the TERRITORY shall be performed in accordance with the pharmacovigilance agreement attached to this AGREEMENT as APPENDIX B. 6.03. During the term of this Agreement, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGY. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During the term of this Agreement AGREEMENT and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this AgreementAGREEMENT, PTL ADOLOR and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other disclosing party, except as may be otherwise provided herein (including, but not limited to, the grant of any rights by SB to ADOLOR under Paragraph 10.4(b) in which case ADOLOR would be entitled to use such confidential information if necessary to exercise such rights and/or reveal or disclose such confidential information to any THIRD PARTY subject to and in accordance with the same conditions of confidentiality as are contained herein), or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for the purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisationsauthorizations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, agency or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. Prior to such disclosure, the party obliged to disclose the other party's confidential information shall promptly inform the other party of the potential disclosure and work diligently to avoid such disclosure or to obtain confidential treatment of such confidential information. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed, or is required by law to be disclosed. The parties shall take reasonable measures to ensure assure that no unauthorised unauthorized use or disclosure is made by others to whom access to such information is granted. Either party may disclose confidential information received from the other party hereunder to THIRD PARTIES to the extent necessary to perform its obligations under this AGREEMENT, provided such THIRD PARTIES execute confidentiality agreements containing terms no less strict than those contained herein. 8.05 6.04. Nothing herein shall be construed as preventing either party SB from disclosing any information received from the other party ADOLOR hereunder to an AFFILIATE AFFILIATE, sublicensee or distributor of SB, provided, in the case of a sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 6.05. All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement AGREEMENT based on the -21- insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement AGREEMENT remains the property of the other party and (ii) of the confidentiality obligations under this AgreementAGREEMENT. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure ensure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this AgreementAGREEMENT. 8.07 6.06. No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement AGREEMENT shall be made, either directly or indirectly, by any party to this AgreementAGREEMENT, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement . Such approval shall not to be unreasonably withheld or delayed. For The parties will agree to a press release which can be released by ADOLOR on or after the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including dataEFFECTIVE DATE. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL . Each party agrees that it shall submit cooperate fully with the other with respect to all disclosures regarding this AGREEMENT to the Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either party included in any such disclosure. Notwithstanding any other provision of this AGREEMENT, each party may disclose the terms of this AGREEMENT to lenders, investment bankers and other financial institutions ("THIRD PARTY Lender") of its choice solely for purposes of financing the business operations of such party either (i) upon the written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by consent of the other party or (ii) if the disclosing party obtains, using reasonable commercial efforts, a signed confidentiality agreement with such financial institution with respect to such information, such agreement to contain the following: (a) The THIRD PARTY Lender shall hold the information disclosed to it by such party ("Loan Information") in strict confidence and shall use diligent efforts, which shall not in any event be less than the THIRD PARTY Lender uses to prevent unauthorized use or disclosure of its own valuable, confidential information, to prevent any unauthorized use or disclosure of such Loan Information. (b) The THIRD PARTY Lender shall not, without first obtaining the prior written consent of the other such party, use the Loan Information disclosed to it for any purpose of other than the use for which consent such Loan Information was disclosed by such party. (c) Upon completion of the authorized use by such THIRD PARTY Lender and in the absence of any further agreement between the Parties, the THIRD PARTY Lender shall cease all use and make no further use of the Loan Information and shall, upon written request from such party, promptly return all Loan Information to such party. 6.07. ADOLOR warrants and represents that it will not be unreasonably withheldknowingly do anything which will harm the development and/or commercialization of PRODUCT in the FIELD as a result of ADOLOR's development and/or commercialization of PRODUCT outside of the FIELD, or in the FIELD outside of the TERRITORY. The contribution of each party shall be noted in all publications or presentations by acknowledgement acknowledgment or coauthorship, whichever is appropriate. 6.08. Nothing in this AGREEMENT shall be construed as preventing or in any way inhibiting either party from complying with statutory and regulatory requirements governing the development, manufacture, use and sale or other distribution of products containing COMPOUND in any manner which it reasonably deems appropriate, including, for example, by disclosing to regulatory authorities confidential or other information received from the other party or THIRD PARTIES.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 During 10.1 Upon the signing of this Agreement, HMR shall deliver to Matrix all available Know-How through documentation, consultation, and face-to-face meetings, which is owned or controlled by it and its Affiliates, and which may be reasonably expected to assist Matrix in developing, registering, and manufacturing Compound and Product in the Territory ("HMR Information"). After the execution of this Agreement, there shall be a three (3) months transition during which HMR shall provide, reasonable resources, expertise, Know-How and documents to effectively transfer the Development activity to Matrix with the limitations as described in this Agreement. At the end of such three (3) month period, the parties shall discuss in good faith whether the information and technology transfer process has been satisfactorily completed. In the event that Matrix feels it has not appropriately received such information or related assistance, then the parties shall in good faith determine an alternative procedure to properly complete such transition process, and the Parties shall implement such procedure during the three (3) months immediately following such determination. Thereafter and for the remaining term of this Agreement, SB HMR shall be obligated to provide only such assistance to Matrix which is limited to material historical information and technology. 10.2 Within ten (10) days after the date of the receipt of written notification, HMR shall transfer the U.S. IND, including without limitation, the drug master file ("DMF"), for Compound or Product to Matrix. Until such transfer is made, Matrix shall have full access the right to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGYmake reference to such Compound or Product owned or controlled by HMR or its Affiliate. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or 10.3 HMR may not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During during the term of this Agreement and for five (5) years thereafter, irrespective a period of any [*] after the date of termination earlier than the expiration of the term of this Agreement, PTL and SB shall not use disclose or reveal or disclose to THIRD PARTIES Third Parties any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 Matrix or otherwise developed by either party Matrix in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other partywhich relates substantially to a Compound or Product that Matrix has in Development or is commercializing, except as may be otherwise provided herein, or as ---------- * This portion of in the Exhibit has been omitted event that rights granted under this Agreement shall revert to HMR pursuant to Section 9.5 and solely for the purpose of finding a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required licensee to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCTsuch reverted rights. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in came or comes into the possession of the receiving partyHMR independently of this Agreement (unless otherwise disclosed confidentially at any time by Matrix to HMR), or is disclosed to the receiving party HMR by a THIRD PARTY Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party HMR or AFFILIATES Affiliates thereof who had no knowledge of the confidential information disclosed. The parties Parties shall take reasonable measures to ensure that no unauthorised unauthorized use or disclosure is made by others to whom access to such information is granted. 8.05 10.4 Matrix may not, upon the termination of this Agreement and for a period of [*] after the date of termination of this Agreement, disclose or reveal to Third Parties any confidential information received from HMR or otherwise developed by HMR in the performance of activities in furtherance of this Agreement which relates to a Compound or Product that HMR has in Development or is commercializing. Matrix shall bind any Sublicensee to the same terms of confidentiality relating to the Compound or Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or came or comes into the possession of Matrix independently of this Agreement (unless otherwise disclosed confidentially at any time by HMR to Matrix), or is disclosed to Matrix by a Third Party having the right to do so, or is subsequently and independently developed by employees of Matrix or Affiliates thereof who had no knowledge of the confidential information disclosed. The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 10.5 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE Affiliate or sublicensee or distributorSublicensee of the receiving party, provided such AFFILIATE Affiliate or sublicensee or distributor Sublicensee has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 10.6 Nothing herein shall be construed as preventing Matrix or HMR from disclosing information received from the disclosing Party for the purposes of investigating, developing, manufacturing, or marketing Compound or Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as is required to be disclosed to a governmental agency or as is necessary to file or prosecute patent applications concerning Compound or Product or to carry out any litigation concerning Compound or Product. 10.7 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 10.8 No public announcement or other disclosure to THIRD PARTIES Third Parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any either party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement upon the nature and text of such announcement or disclosure, provided that such agreement approval shall not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including datawithheld. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL 10.9 HMR shall not submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and or provided by either party in the other party course of, or otherwise as a result of Development or otherwise related to Compound or Product, without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheldMatrix. The contribution of each party shall be noted in all publications or presentations by acknowledgement acknowledgment or coauthorship, whichever is appropriate. 10.10 Nothing in this Agreement shall be construed as preventing or in any way inhibiting either party from complying with statutory and regulatory requirements governing the manufacture, use and sale or other distribution of Compound or Product in the Territory in any manner it reasonably deems appropriate, including, for example, by disclosing to regulatory authorities confidential or other information received from each other or Third Parties.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 [*] This information has been omitted in reliance on Rule 24B-2 under the Securities Exchange Act of 1934, and has been filed separately with the Securities and Exchange Commission. 8.1 Promptly after the date of this AGREEMENT first written above, TBC shall disclose and supply to SB all KNOW- HOW. Thereafter, TBC shall promptly disclose and supply to SB any further KNOW-HOW which may become known to TBC. SB shall not acquire any ownership rights in such KNOW-HOW by virtue of this AGREEMENT. 8.2 With respect to ADVERSE EXPERIENCES, the following shall apply: (a) Promptly after the EFFECTIVE DATE, each party shall appraise the other party of the standard operating procedures for the investigation and reporting of ADVERSE EXPERIENCES regarding its products. The parties shall then promptly develop and agree upon procedures for the reporting to each other ADVERSE EXPERIENCES concerning PRODUCT. The parties shall immediately implement such agreed procedures and shall provide each other on a regular basis with any appropriate information which enables the other party to meet its regulatory obligations in the territories in which it is commercializing or developing PRODUCT or which is relevant to the safe use of PRODUCT. The agreed procedures will be reviewed jointly on a regular basis or when there is a change in regulations governing ADVERSE EXPERIENCE reporting. (b) All ADVERSE EXPERIENCE reports and queries for SB should be addressed to its central safety department, i.e., Associate Director, Worldwide Clinical Safety Quality Management, SmithKline Beecxxx Xxxrmaceuticals, 1250 X. Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (xxcsimile number (610) 000-0000; xxlephone number (610) 000-0000) xxd for TBC should be addressed to its central safety department, i.e., Vice President, Regulatory Affairs, Texas Biotechnology Corporation, 7000 Xxxxxx, Xxxxxxx, Texas 77030, U.S.A. (facsimile number (713) 000-0000; xxlephone number (713) 000-0000), xr such other safety representative as may be designated by SB for SB or by TBC for TBC. (c) TBC will obligate any THIRD PARTY licensees and/or commercial partners (including TBC's licensors for PRODUCT, such as MITSUBISHI or other THIRD PARTY contractual partners to whom ADVERSE EXPERIENCES for PRODUCT may be reported, such as SYNTHELABO or COROMED) to provide ADVERSE EXPERIENCES to SB and to TBC, within the time periods the parties develop under Paragraph 8.02(a). 8.3 During the term of this Agreement, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGY. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During the term of this Agreement AGREEMENT and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this AgreementAGREEMENT, PTL TBC and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement AGREEMENT without first obtaining the written consent of the other disclosing party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisationsauthorizations, privileges or rights from governmental agenciesagencies as provided under this AGREEMENT, or is required to be disclosed to a governmental agency, agency or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use , or disclosure is made required by others to whom access to such information is granted. 8.05 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not law to be unreasonably withheld or delayeddisclosed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL shall submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriate.This confidentiality

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 6.01 During the term of this Agreement, SB LICENSOR shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose to LICENSEE and/or supply SB LICENSEE with all TECHNOLOGYKNOW-HOW. LICENSOR shall not be authorized to make any publication with respect to the KNOW-HOW nor disclose it to any THIRD PARTY provided that, LICENSOR shall, upon LICENSEE's prior consent in writing which consent shall not be unreasonably withheld, be authorized to publish the data from the Phase II clinical trial referred to in Paragraph 5.02 hereof and prior studies and, without consent, be authorized to disclose KNOW-HOW to its licensor as per the Xxxxxx Agreement. 8.02 6.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party parties shall promptly disclose to the inform each other party of any information that it a party obtains or develops regarding the utility and safety of PRODUCT VACCINE and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCTVACCINE. 8.04 6.03 During the term of this Agreement and for five seven (57) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL LICENSOR and SB LICENSEE shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other disclosing party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 8.05 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL shall submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriate.VACCINE

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 7.01 During the term of this Agreement, SB GSK shall have full access to all matters encompassed within TECHNOLOGY and PTL relevant to the licenses granted hereunder and XXXXX shall upon the request of SB GSK promptly disclose and/or supply SB GSK with all TECHNOLOGYdata and information which is within TECHNOLOGY relevant to the licenses granted hereunder that XXXXX has the right to disclose. In the event XXXXX is unable to disclose such data and information, it shall promptly inform GSK and shall use best efforts to find a satisfactory solution to resolve such disclosure to GSK. 8.02 7.02 During the term of this Agreement, SB GSK shall have full access to (and PTL XXXXX will promptly disclose upon request of SBGSK) all technology, information, inventions, data, process technology and any other information related to PRODUCTSthe use of ADJUVANT in PRODUCTS and/or COMBINATION in the FIELD, whether patentable or not, which PTL XXXXX may develop, acquire or otherwise have or obtain rights or access toto and which XXXXX has the right provide to GSK. 7.03 GSK shall provide every nine (9) months a summary report to XXXXX of its progress made hereunder. In addition, GSK shall provide XXXXX with all results of clinical trials of PRODUCTS or COMBINATIONS and where appropriate XXXXX shall provide GSK with all results of products or combinations containing ADJUVANT, which are useful for the foregoing practice of the license granted hereunder in the FIELD; (a) Each party shall report to the other by facsimile or telephone any Serious Adverse Experience attributed to use of ADJUVANTS or PRODUCTS or COMBINATIONS within two (2) working days of receipt of such reports by the notifying party. All such reports shall be subject confirmed promptly by written notice sent by certified or registered mail, return receipt requested. (b) Each party submit to Sections 2.08 the other a quarterly report of all Adverse Experiences of which it becomes aware that are attributed to the use of ADJUVANTS or PRODUCTS or COMBINATIONS. Such quarterly report shall indicate which alleged Adverse Experience were previously submitted under Section 7.04(a). (c) if either party receives any report of an Adverse Experience attributed to the use of ADJUVANTS or PRODUCTS or COMBINATIONS, it shall report the matter to the appropriate regulatory authorities in the TERRITORY in compliance with the laws and 2.09 aboveregulations of the TERRITORY. Either The party will at least once a year disclose shall also notify the other party of such report to the appropriate regulatory authorities. If possible, such notification to the other party indicative commercial information related shall be made prior to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose reporting to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL and SB shall regulatory authorities. If prior notification cannot use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 8.05 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except the notification shall be made as may be legally required or promptly as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosurepracticable thereafter. 8.08 Neither SB nor PTL shall submit for written or oral publication any manuscript, abstract or (d) The following definitions apply to the like which includes data or other information generated and provided by the other party without first obtaining the prior written consent purpose of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriate.this Section:

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 During (a) Promptly after the term of this AgreementEFFECTIVE DATE, HGS shall disclose and supply to SB all HGS SPECIAL TECHNOLOGY which HGS has not previously disclosed to SB. Thereafter, HGS shall have full access promptly and fully disclose to SB any and all matters encompassed within information which is HGS SPECIAL TECHNOLOGY, provided that HGS SPECIAL TECHNOLOGY that are clones, cell lines and PTL vectors shall upon the request of be provided to SB promptly disclose and/or supply as reasonably requested by SB with all TECHNOLOGYand as they are reasonably available to HGS. 8.02 During (b) Notwithstanding Paragraph 12.1(a), after the term EFFECTIVE DATE, HGS shall not be required to transfer to SB xxxxxxxx xxxx consisting of this Agreement, SB shall have second walks and full access to length sequences not requested by (and PTL will promptly disclose upon request of SBc) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party Notwithstanding subparagraph (b) HGS shall promptly disclose the results of research under material transfer agreements (MTAs) listed in Appendix E and all other MTAs HGS has entered into or enters into during the period ending at the end of the INITIAL RESEARCH TERM with respect to TARGETS which are COLLABORATION PRODUCTS, provided that SB may not use such results to meet the requirement of Paragraph 6.1(a)(i) for more that four (4) THERAPEUTIC PROTEINS per year. (d) Promptly after the EFFECTIVE DATE SB shall disclose to HGS all SPECIAL SB TECHNOLOGY in existence as of the EFFECTIVE DATE to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report extent such SPECIAL SB TECHNOLOGY has not already been transferred to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCTHGS. 8.04 12.2. During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL HGS and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information or materials received from the other party including that referred to in Sections 7.04party, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of such other party or the other partyRC, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCTpermitted hereunder. This confidentiality and non-use obligation shall not apply to disclosures to or uses by TAKEDA pursuant to the SB/TAKEDA AGREEMENT or disclosures to or uses by COLLABORATION PARTNERS pursuant to COLLABORATION PARTNER AGREEMENTS. Unless otherwise restricted by this Agreement, the confidentiality and non-use provisions of this Paragraph 12.2 shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of (i) was known to the receiving party, party or is generally known to the public prior to its disclosure hereunder; (ii) subsequently becomes known to the public by some means other than a breach of this Agreement; (iii)is subsequently disclosed to the receiving party by a THIRD PARTY having the a lawful right to do somake such disclosure; (iv) is required by law or bona fide legal process to be disclosed, provided that the party required to make the disclosure takes all reasonable steps to restrict and maintain confidentiality of such disclosure and provides reasonable notice to the party providing the information and/or materials; (v) is approved for release by the parties, or (vi) is subsequently and independently developed by employees or agents of the receiving either party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use their respective parent corporation or disclosure is made by others to whom access to such information is granted.their 8.05 (a) Nothing herein in Paragraph 12.2 shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee to a licensee, distributor or distributorjoint venture or other associated company of either party for the purpose of developing or commercializing SB PRODUCT, TAKEDA PRODUCT, CORIGHTS PRODUCT or HGS PRODUCT as permitted by this Agreement, provided such AFFILIATE AFFILIATE, licensee, distributor or sublicensee joint venture or distributor other associated company has undertaken a similar obligation of confidentiality and non-use with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. (b) In the event that SB intends to transfer or disclose HGS SPECIAL TECHNOLOGY or SB TECHNOLOGY to a court THIRD PARTY collaborator that is a not-for-profit entity (and/or an investigator working for a not-for-profit entity) no such transfer or other legal disclosure shall take place until such THIRD PARTY enters into an agreement with SB by which SB is granted a license to all inventions and patent rights based thereon which result from the use of such technology. To the extent any such invention would be HGS TECHNOLOGY or administrative tribunalSB TECHNOLOGY if invented or discovered by SB and/or HGS, directly then such invention shall be HGS TECHNOLOGY or through an appointed master, trustee or receiver, assumes partial or complete control over SB TECHNOLOGY as the assets case may be subject to the terms and conditions of a party this Agreement. HGS agrees that SB may enter into agreements pursuant to this Paragraph using an Agreement based on substantially in the insolvency form of MTAs used by SB and/or HGS under the COLLABORATION AGREEMENT. (c) Either party may disclose HGS TECHNOLOGY and SB TECHNOLOGY to a THIRD PARTY contractors or bankruptcy of such party, the bankrupt collaborators to facilitate or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party carry out research activities under this Agreement remains provided that such THIRD PARTIES enter into an agreement with such party which contains confidentiality provisions substantially the property same as those set forth herein and which provides that all rights in inventions and which result from the use of such technology by the other party and (ii) of THIRD PARTY shall be owned by HGS or SB or exclusively licensed to HGS or SB as the confidentiality obligations under this Agreementcase may be with a right to grant licenses. In additionTo the extent any such invention or discovery would be HGS TECHNOLOGY or SB TECHNOLOGY if invented or discovered by SB and/or HGS, then such invention or discovery shall be HGS TECHNOLOGY or SB TECHNOLOGY as the bankrupt or insolvent party shall, case may be subject to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information terms and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms conditions of this Agreement. 8.07 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL shall submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 During All information and data that is exchanged under this Agreement and dedicated Implementing Arrangements shall be used exclusively for the term purposes of the Agreement and dedicated Implementing Arrangements, unless agreed otherwise in writing. Confidential information shall be treated in accordance with the following provisions: Each Party undertakes to protect any information marked as confidential (hereinafter referred to as “Confidential Information”) by the other Party obtained in any way within the process of cooperation under this Agreement, SB . The providing Party shall have full access to all matters encompassed within TECHNOLOGY clearly xxxx those with the notice “Confidential”. Any confidential information and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGY. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing data disclosed orally shall be subject as soon as possible reduced in writing and transmitted to Sections 2.08 and 2.09 above. Either party will at least once a year disclose the receiving Party; Any Confidential Information disclosed by one Party to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 8.05 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) disclosing Party. The receiving Party shall, at the request of the confidentiality disclosing Party, either return any Confidential Information to the disclosing Party along with any copies and/or derivatives made, or certify in writing that all such Confidential Information has been destroyed; The Parties will take necessary steps to ensure that the aforementioned obligations are respected by their personnel as well as by third parties and their employees who might work on activities in pursuance of this Agreement and dedicated Implementing Arrangements. The obligations set forth in paragraph 2. above do not apply to the following information and data which are proved: to have come into the public domain prior to or after the disclosure of the Confidential Information under this the present Agreement without breach of the present Agreement; to be already known by the receiving Party prior the disclosure; to be independently developed in good faith by the receiving Party; not to be marked as confidential by the disclosing Party; to be disclosed to comply with the law or legal process to which the receiving Party is subject. In additionthis case, the bankrupt or insolvent party shall, Party who is required to reveal the extent permitted by law, take all steps necessary or desirable to maintain information as described above must inform the confidentiality of the other party's Party whose confidential information and to insure that is affected immediately in writing. From the court, other tribunal date of expiration or appointee maintains such information in confidence in accordance with the terms termination of this Agreement, obligations stated in this Article remain in force during a period of five (5) years. This period applies to Implementing Arrangements unless otherwise stipulated in the said Arrangements. 8.07 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL shall submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 During 10.1 Upon the signing of this Agreement, HMR shall deliver to Matrix all available Know-How through documentation, consultation, and face-to-face meetings, which is owned or controlled by it and its Affiliates, and which may be reasonably expected to assist Matrix in developing, registering, and manufacturing Compound and Product in the Territory ("HMR Information"). After the execution of this Agreement, there shall be a three (3) months transition during which HMR shall provide, reasonable resources, expertise, Know-How and documents to effectively transfer the Development activity to Matrix with the limitations as described in this Agreement. At the end of such three (3) month period, the parties shall discuss in good faith whether the information and technology transfer process has been satisfactorily completed. In the event that Matrix feels it has not appropriately received such information or related assistance, then the parties shall in good faith determine an alternative procedure to properly complete such transition process, and the Parties shall implement such procedure during the three (3) months immediately following such determination. Thereafter and for the remaining term of this Agreement, SB HMR shall be obligated to provide only such assistance to Matrix which is limited to material historical information and technology. 10.2 Within ten (10) days after the date of the receipt of written notification, HMR shall transfer the U.S. IND, including without limitation, the drug master file ("DMF"), for Compound or Product to Matrix. Until such transfer is made, Matrix shall have full access the right to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGYmake reference to such Compound or Product owned or controlled by HMR or its Affiliate. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or 10.3 HMR may not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During during the term of this Agreement and for five (5) years thereafter, irrespective a period of any [*] after the date of termination earlier than the expiration of the term of this Agreement, PTL and SB shall not use disclose or reveal or disclose to THIRD PARTIES Third Parties any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 Matrix or otherwise developed by either party Matrix in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other partywhich relates substantially to a Compound or Product that Matrix has in Development or is commercializing, except as may be otherwise provided herein, or as ---------- * This portion of in the Exhibit has been omitted event that rights granted under this Agreement shall revert to HMR pursuant to Section 9.5 and solely for the purpose of finding a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required licensee to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCTsuch reverted rights. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in came or comes into the possession of the receiving partyHMR independently of this Agreement (unless otherwise disclosed confidentially at any time by Matrix to HMR), or is disclosed to the receiving party HMR by a THIRD PARTY Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party HMR or AFFILIATES Affiliates thereof who had no knowledge of the confidential information disclosed. The parties Parties shall take reasonable measures to ensure that no unauthorised unauthorized use or disclosure is made by others to whom access to such information is granted. 8.05 10.4 Matrix may not, upon the termination of this Agreement and for a period of [*] after the date of termination of this Agreement, disclose or reveal to Third Parties any confidential information received from HMR or otherwise developed by HMR in the performance of activities in furtherance of this Agreement which relates to a Compound or Product that HMR has in Development or is commercializing. Matrix shall bind any Sublicensee to the same terms of confidentiality relating to the Compound or Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, * Indicates that material has been omitted and confidential treatment has been requested therefore. All such omitted material has been filed separately with the Commissioner pursuant to Rule 24b-2. or came or comes into the possession of Matrix independently of this Agreement (unless otherwise disclosed confidentially at any time by HMR to Matrix), or is disclosed to Matrix by a Third Party having the right to do so, or is subsequently and independently developed by employees of Matrix or Affiliates thereof who had no knowledge of the confidential information disclosed. The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 10.5 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE Affiliate or sublicensee or distributorSublicensee of the receiving party, provided such AFFILIATE Affiliate or sublicensee or distributor Sublicensee has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 10.6 Nothing herein shall be construed as preventing Matrix or HMR from disclosing information received from the disclosing Party for the purposes of investigating, developing, manufacturing, or marketing Compound or Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as is required to be disclosed to a governmental agency or as is necessary to file or prosecute patent applications concerning Compound or Product or to carry out any litigation concerning Compound or Product. 10.7 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 10.8 No public announcement or other disclosure to THIRD PARTIES Third Parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any either party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement upon the nature and text of such announcement or disclosure, provided that such agreement approval shall not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including datawithheld. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL 10.9 HMR shall not submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and or provided by either party in the other party course of, or otherwise as a result of Development or otherwise related to Compound or Product, without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheldMatrix. The contribution of each party shall be noted in all publications or presentations by acknowledgement acknowledgment or coauthorship, whichever is appropriate. 10.10 Nothing in this Agreement shall be construed as preventing or in any way inhibiting either party from complying with statutory and regulatory requirements governing the manufacture, use and sale or other distribution of Compound or Product in the Territory in any manner it reasonably deems appropriate, including, for example, by disclosing to regulatory authorities confidential or other information received from each other or Third Parties.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 6.01 Promptly after the EFFECTIVE DATE, JAGO shall disclose and supply to SB all JAGO-KNOW-HOW not yet disclosed to SB under the LETTER. Thereafter, JAGO shall promptly disclose and supply to SB any further JAGO-KNOW-HOW which is developed by JAGO or which may become known to JAGO. 6.02 During the term of this Agreement, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and/or supply SB with all TECHNOLOGY. 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this AgreementAGREEMENT, each party shall promptly disclose to inform the other party of any information that it obtains or develops during the term of the AGREEMENT regarding the utility and safety of PRODUCT and shall promptly report or the GEOMATRIX® TECHNOLOGY (but only to the other party any confirmed extent such information relates to an aspect of serious or unexpected reactions or side effects related to the utilisation or medical administration of GEOMATRIX® TECHNOLOGY that is comprised by PRODUCT). 8.04 6.03 During the term of this Agreement AGREEMENT and for five (5) [Confidential Information Has Been Omitted And Furnished Separately To The Securities And Exchange Commission] years thereafter, irrespective of any termination earlier than the expiration of the term of this AgreementAGREEMENT, PTL JAGO and SB shall not use or reveal or disclose to THIRD PARTIES any confidential information Confidential Information received from the other party including that referred to (such as, but not limited to, in Sections 7.04the case of SB, 8.02 and 8.03 JAGO-KNOW-HOW received by SB or in the case of JAGO, SB-KNOW-HOW received by JAGO) or otherwise developed by either party in the performance of activities in furtherance of this Agreement AGREEMENT or the LETTER (hereinafter collectively "Confidential Information") without first obtaining the written consent of the other disclosing party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisationsauthorizations, privileges or rights from governmental agenciesagencies in accordance with the licenses granted under this AGREEMENT, or is required to be disclosed to a governmental agency, agency or is necessary to file or prosecute patent applications concerning PRODUCT in accordance with the provisions of this AGREEMENT or to carry out any litigation concerning PRODUCTPRODUCT in accordance with the provisions of this AGREEMENT. Except as otherwise provided herein, Confidential Information of the disclosing party shall be made available only to those employees, officers, representatives, agents or consultants of the receiving party on a needs to know basis and who are bound to the receiving party by substantially the same obligations of confidentiality as those undertaken by the receiving party hereunder. This confidentiality obligation shall not apply to such information information: (a) which is or becomes a matter of public knowledgeknowledge without fault on the part of the receiving party (such as, but not limited to, disclosure in a patent, or published patent application, anywhere in the world), or (b) which, upon disclosure, is already in the possession of the receiving party as evidenced by the receiving party's records, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information Confidential Information disclosed as evidenced by the receiving party's records, or (c) is required by law to be disclosed, but only to the extent such disclosure is required, and providing, to the extent practicable, the receiving party shall give the disclosing party advance written notice thereof and allow sufficient time for any necessary protective measures to be taken by either party. The parties shall take reasonable measures to ensure assure that no unauthorised unauthorized use or disclosure is made by others to whom access to such information is granted. 8.05 6.04 Nothing herein shall be construed as preventing either party SB from disclosing any information received from the other party JAGO to an AFFILIATE or AFFILIATE, sublicensee or distributordistributor of SB, provided such AFFILIATE or AFFILIATE, sublicensee or distributor has undertaken is bound by a similar obligation of confidentiality with respect to the confidential informationConfidential Information. 8.06 6.05 All confidential information Confidential Information disclosed by one party to the other shall remain the intellectual property of the disclosing party and, subject to the provisions of this AGREEMENT, such as Paragraphs 10.02 and 10.03, shall be returned to each disclosing party upon request within thirty (30) days after the expiration or termination of this AGREEMENT, including every and all hard copies made, save for one copy of each item of Confidential Information which may be retained by the receiving party's legal department or legal advisors exclusively and for the sole purpose of providing a record of Confidential Information disclosed in order to determined the receiving party's continuing obligations with respect to such under this AGREEMENT, and save for any other copies which have been provided to THIRD PARTIES as permitted under Paragraph 6.03. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement AGREEMENT based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information Confidential Information received from the other party under this Agreement AGREEMENT remains the property of the other party and (ii) of the confidentiality obligations under this AgreementAGREEMENT. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information Confidential Information and to insure ensure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this AgreementAGREEMENT. 8.07 6.06 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement AGREEMENT shall be made, either directly or indirectly, by any party to this AgreementAGREEMENT, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the wording of the proposed announcement or disclosure in reasonable reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL 6.07 JAGO shall not submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party relating to PRODUCT without first obtaining the prior written consent of the SB, which consent shall not be unreasonably withheld. SB shall not submit for written or oral publication any manuscript, abstract or the like which includes data or other partyinformation relating to techniques applied to the GEOMATRIX® FORMULATION portion of PRODUCT without first obtaining the prior written consent of the JAGO, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement acknowledgment or coauthorshipco-authorship, whichever is appropriate. 6.08 Nothing in this AGREEMENT shall be construed as preventing or in any way inhibiting SB from complying with statutory and regulatory requirements governing the development, manufacture, use and sale or other distribution of PRODUCT in any manner required to enable SB to fully exercise its license rights granted and obligations undertaken under this AGREEMENT, including, for example, by disclosing to regulatory authorities confidential or other information received from JAGO or THIRD PARTIES.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 7.1 During the term of this AgreementAGREEMENT, SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose to IDEC and/or supply IDEC with SB with all TECHNOLOGYKNOW-HOW and THIRD PARTY KNOW-HOW which SB owns or controls as of the EFFECTIVE DATE; provided SB shall not be under any obligation to disclose any SB proprietary manufacturing or formulation information for the making, use or sale of COMPOUND except as otherwise provided in this AGREEMENT. 8.02 During 7.2 Neither party, during the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly disclose to the other party any information that it obtains or develops regarding the utility and safety of PRODUCT and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCT. 8.04 During the term of this Agreement AGREEMENT and for a period of five (5) years thereafter, irrespective after the date of any termination earlier than the expiration of the term of this AgreementAGREEMENT, PTL and SB shall not use disclose or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this AGREEMENT or the Original Agreement without first obtaining the written consent of the other party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant which relates substantially to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCTCOMPOUND. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in came or comes into the possession of the receiving partyparty independently of this AGREEMENT, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised unauthorized use or disclosure is made by others to whom access to such information is granted. 8.05 Nothing herein . Notwithstanding the foregoing, IDEC shall be construed as preventing either party from disclosing entitled to use, reveal and disclose with and to THIRD PARTIES any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, SB which relates to a COMPOUND whether received pursuant to the extent permitted by law, take all steps necessary AGREEMENT or desirable to maintain the confidentiality Original Agreement without first obtaining the written consent of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this AgreementSB. 8.07 7.3 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement AGREEMENT shall be made, either directly or indirectly, by any either party to this AgreementAGREEMENT, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement AGREEMENT upon the nature and text of such announcement or disclosure, ; provided that such agreement approval shall not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including datawithheld. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither 7.4 Nothing in this AGREEMENT shall be construed as preventing or in any way inhibiting IDEC or SB nor PTL shall submit from complying with statutory and regulatory requirements governing the manufacture, use and sale or other distribution of COMPOUND in any country in the world in any manner it reasonably deems appropriate, including, for written or oral publication any manuscriptexample, abstract or the like which includes data by disclosing to regulatory authorities confidential or other information generated and provided by received from the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriateTHIRD PARTIES.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 8.01 6.01 During the term of this Agreement, SB LICENSOR shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose to LICENSEE and/or supply SB LICENSEE with all TECHNOLOGYKNOW-HOW. LICENSOR shall not be authorized to make any publication with respect to the KNOW-HOW nor disclose it to any THIRD PARTY provided that, LICENSOR shall, upon LICENSEE's prior consent in writing which consent shall not be unreasonably withheld, be authorized to publish the data from the Phase II clinical trial referred to in Paragraph 5.02 hereof and prior studies and, without consent, be authorized to disclose KNOW-HOW to its licensor as per the Gambxx Agreement. 8.02 6.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party parties shall promptly disclose to the inform each other party of any information that it a party obtains or develops regarding the utility and safety of PRODUCT VACCINE and shall promptly report to the other party any confirmed information of serious or unexpected reactions or side effects related to the utilisation or medical administration of PRODUCTVACCINE. 8.04 6.03 During the term of this Agreement and for five seven (57) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, PTL LICENSOR and SB LICENSEE shall not use or reveal or disclose to THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other disclosing party, except as may be otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorisations, privileges or rights from governmental agencies, or is required to be disclosed to a governmental agency, or is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 8.05 Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to an AFFILIATE or sublicensee or distributor, provided such AFFILIATE or sublicensee or distributor has undertaken a similar obligation of confidentiality with respect to the confidential information. 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 8.07 No public announcement or other disclosure to THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt, the parties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. 8.08 Neither SB nor PTL shall submit for written or oral publication any manuscript, abstract or the like which includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgement or coauthorship, whichever is appropriate.VACCINE