Common use of EXCHANGE OF INFORMATION AND CONFIDENTIALITY Clause in Contracts

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure. 6.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is bound by written obligations of confidentiality and non-use (i) at least as restrictive as those set forth in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligations. 6.4 The obligations in Clauses 6.1, 6.2 and 6.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosure, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) not to disclose such information to others; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6. Such relief shall be in addition to all other remedies available to the non- breaching Party at law or in equity. 6.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable); and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing or in any way inhibiting the Licensor, Licensee or Novartis from complying with statutory and regulatory requirements relating to, or arising out of, its rights under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 7.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 7.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure.disclosure.‌ 6.3 7.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party Party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (this, and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is who are bound by written obligations of confidentiality and non-use (i) at least as restrictive as obligations no less onerous than those set forth contained in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligationsSection 7. 6.4 7.4 The obligations in Clauses 6.1Sections 7.1, 6.2 7.2 and 6.3 7.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosureotherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) which is not to disclose legally prohibited from disclosing such information to othersinformation; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 7.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 7.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6Section 7. Such relief shall be in addition to all other remedies available to the non- non-breaching Party at law or in equity. 6.7 7.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable)Party; and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing . MPP or in any way inhibiting its authorized representative will have the Licensor, Licensee or Novartis from complying right to audit Spoke’s compliance with statutory Sections 4.5 and regulatory requirements relating to, or arising out of, its rights under 6.3 of this Agreement. Spoke will be required to keep accurate records to allow MPP or its authorized representative to adequately conduct such audit.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure. 6.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is bound by written obligations of confidentiality and non-use (i) at least as restrictive as those set forth in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligations. 6.4 The obligations in Clauses 6.1, 6.2 and 6.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosure, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) not to disclose such information to others; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6. Such relief shall be in addition to all other remedies available to the non- breaching Party at law or in equity. 6.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase each case such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable); and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing or in any way inhibiting the Licensor, Licensee or Novartis from complying with statutory and regulatory requirements relating to, or arising out of, its rights under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 9.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 9.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure. 6.3 9.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party Party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (this, and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is who are bound by written obligations of confidentiality and non-use (i) at least as restrictive as obligations no less onerous than those set forth contained in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligationsSection 9. 6.4 9.4 The obligations in Clauses 6.1Sections 9.1, 6.2 9.2 and 6.3 9.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosureotherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) which is not to disclose legally prohibited from disclosing such information to othersinformation; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 9.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 9.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6Section 9. Such relief shall be in addition to all other remedies available to the non- non-breaching Party at law or in equity. 6.7 9.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable)Party; and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing or in any way inhibiting the Licensor, Licensee or Novartis from complying with statutory and regulatory requirements relating to, or arising out of, its rights under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 9.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 9.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” ”. In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure. 6.3 9.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party Party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (this, and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is who are bound by written obligations of confidentiality and non-use (i) at least as restrictive as obligations no less onerous than those set forth contained in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligationsSection 9. 6.4 9.4 The obligations in Clauses 6.1Sections 9.1, 6.2 9.2 and 6.3 9.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosureotherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) which is not to disclose legally prohibited from disclosing such information to othersinformation; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 9.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 9.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6Section 9. Such relief shall be in addition to all other remedies available to the non- non-breaching Party at law or in equity. 6.7 9.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable)Party; and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing or in any way inhibiting the Licensor, Licensee or Novartis from complying with statutory and regulatory requirements relating to, or arising out of, its rights under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 8.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 8.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure. 6.3 8.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party Party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (this, and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is who are bound by written obligations of confidentiality and non-use (i) at least as restrictive as obligations no less onerous than those set forth contained in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligationsSection 8. 6.4 8.4 The obligations in Clauses 6.1Sections 8.1, 6.2 8.2 and 6.3 8.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosureotherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) which is not to disclose legally prohibited from disclosing such information to othersinformation; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 8.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 8.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6Section 8. Such relief shall be in addition to all other remedies available to the non- non-breaching Party at law or in equity. 6.7 8.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable)Party; and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing or in any way inhibiting the Licensor, Licensee or Novartis from complying with statutory and regulatory requirements relating to, or arising out of, its rights under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. ‌ 6.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark xxxx such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure. 6.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis ViiV and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies consultants (and in the case of the Licensor to Novartis ViiV and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is who are bound by written obligations of confidentiality and non-use obligations (i) at least as restrictive as no less onerous than those set forth contained in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligations. 6.4 The obligations in Clauses 6.1, 6.2 and 6.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosure, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) not to disclose such information to others; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6. Such relief shall be in addition to all other remedies available to the non- breaching Party at law or in equity. 6.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable); and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing or in any way inhibiting the Licensor, Licensee or Novartis from complying with statutory and regulatory requirements relating to, or arising out of, its rights under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 8.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement. 6.2 8.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure.disclosure.‌ 6.3 8.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party Party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (this, and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is who are bound by written obligations of confidentiality and non-use (i) at least as restrictive as obligations no less onerous than those set forth contained in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligationsSection 8. 6.4 8.4 The obligations in Clauses 6.1Sections 8.1, 6.2 8.2 and 6.3 8.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise part of the public domain after its disclosureotherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party who had no legal or contractual obligation to the Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) which is not to disclose legally prohibited from disclosing such information to othersinformation; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. 6.5 8.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement prior to its disclosure and identify the Confidential Information to be disclosed so that such Disclosing Party (or Novartis or its Affiliates where the Confidential Information relates to or belongs to Novartis or its Affiliates) may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.6 8.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party or Novartis or its Affiliates and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party, and Novartis and its Affiliates where the non- breaching Party is the Licensor and the Confidential Information belongs to Novartis or its Affiliates, shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Clause 6Section 8. Such relief shall be in addition to all other remedies available to the non- non-breaching Party at law or in equity. 6.7 8.7 All Confidential Information shall remain the property of the Disclosing Party, except for Confidential Information disclosed under or in connection with this Agreement relating to the business or affairs of Novartis and/or any of its Affiliates and Confidential Information disclosed by Novartis and/or its Affiliates under or in connection with this Agreement relating to the Raw Materials or Product, in eachcase such Confidential Information belongs to and shall remain the property of Novartis and/or its Affiliates. In the event that a court or other legal or administrative tribunal of competent jurisdiction, 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 (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent Party shall promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party (or Novartis and/or its Affiliates as applicable)Party; and (b) of the confidentiality obligations under this Agreement. 6.8 Nothing in this Agreement shall be construed as preventing or in any way inhibiting the Licensor, Licensee or Novartis from complying with statutory and regulatory requirements relating to, or arising out of, its rights under this Agreement.