Common use of EXCHANGE OF INFORMATION AND CONFIDENTIALITY Clause in Contracts

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (the Confidential Information and the Research Information are collectively referred to hereinafter as the "Information"). With respect to the Confidential Information of the Disclosing Party, the Receiving Party, and with respect to the Research Information, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard the respective Information against disclosure to others with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party shall submit for written or oral publication any manuscript, abstract or the like which includes Information, including without limitation any data or other information relating to ACTIVE COMPOUND or DISCOVERY 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 acknowledgment or co- authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (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 Research performance of this Agreement. 7.2 The Party that releases, exchanges, or discloses Confidential Information are collectively referred (the “Disclosing Party”) shall use reasonable efforts to hereinafter mark such Confidential Information as “Confidential.” In the "Information"). With respect 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.‌ 7.3 Neither Party shall disclose any Confidential Information received from the other Party 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 to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this, and who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 7. 7.4 The obligations in Sections 7.1, 7.2 and 7.3 shall not apply to the following as established by reasonable, written 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, 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 which is not legally prohibited from disclosing such information; 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. 7.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, the Receiving or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be disclosed so that such Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the Research Informationscope of such requirement and, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard extent necessary, waive the respective Information against disclosure to others receiving Party’s compliance with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party 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 and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall submit for written or oral publication any manuscript, abstract or be entitled to the like which includes Information, including without limitation any data remedies of specific performance and injunctive relief or other information relating equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to ACTIVE COMPOUND all other remedies available to the non-breaching Party at law or DISCOVERY without first obtaining in equity. 7.7 All Confidential Information shall remain the prior written consent property of the Disclosing Party. In the event that a court or other partylegal or administrative tribunal of competent jurisdiction, which consent 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 not promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party; and (b) of the confidentiality obligations under this Agreement. MPP or its authorized representative will have the right to audit IPT’s compliance with Sections 4.5 and 6.3 of this Agreement. IPT will be unreasonably withheld. The contribution of each party shall be noted in all publications required to keep accurate records to allow MPP or presentations by acknowledgment or co- authorship, whichever is appropriateits authorized representative to adequately conduct such audit.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during 5.1 During the term of this Agreement and for five years thereafter, the development Parties shall not, use, reveal or disclose to any Third Party, or to any of certain confidential and proprietary its Affiliates, save for those of its Affiliates who need to know such information to exercise the Party's rights under this Agreement, any Confidential Information received from the other Party or ViiV and/or any of their Affiliates or otherwise developed by any party in the FIELD performance of activities in furtherance of this Agreement, except as may be otherwise provided herein or as may be required for the purposes of securing essential authorisations in respect of the performance of this Agreement from governmental agencies in the course Territory, or as may be required to be disclosed under law or regulation in the Territory. This confidentiality obligation shall not apply to such information which: (a) the receiving party can prove, by written records and to the reasonable satisfaction of the collaboration disclosing party, is or has become a matter of public knowledge other than through any breach by or at the parties hereunder (the "Research Information") (the Confidential Information and the Research Information are collectively referred to hereinafter as the "Information"). With respect to the Confidential Information instigation of the Disclosing Party, the Receiving Party, and with respect to the Research Information, each receiving party, shall: 7.1.1 use the respective Information only for the purpose or any of performing its duties or exercising its rights subject to the terms and conditions Affiliates, of this Agreement; 7.1.2 safeguard (b) is already legitimately in the respective Information against disclosure to others with possession of the same degree of care as it exercises with its own data of a similar nature; andreceiving party; 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound c) is disclosed to the Receiving Party receiving party by a like obligation of confidentiality and restriction on useThird Party (other than the disclosing party or ViiV and/or its Affiliates) without having the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply right to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to itdo so; 7.2.2 (d) is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was subsequently and independently developed by employees of the Receiving Party having receiving party or its Affiliates who had no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information disclosed; or (e) in the case of the Disclosing Party Licensor, is required to be disclosed to ViiV under the terms of the Licensor’s agreement with ViiV. 5.2 The Parties shall ensure that no unauthorised use or disclosure is made by others to whom access to such Confidential Information is granted, by binding such persons on like terms to this Agreement which are enforceable by each of the Licensor and ViiV. 5.3 All Confidential Information shall remain the property of the disclosing party. 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; and (b) of the confidentiality obligations under this Agreement. 5.4 In addition, the bankrupt or insolvent party shall, to the Receiving Party shall not constitute any grant extent permitted by law, take all steps necessary or license desirable to maintain the Receiving Party under any legal rights now confidentiality of such Confidential Information and to ensure that the court, other tribunal or hereinafter held by appointee maintains such information in confidence in accordance with the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date terms of this Agreement. 7.6 Neither party shall submit 5.5 Prior to submitting for written or oral publication any manuscript, abstract or the like which includes Information, including without limitation any data or other information generated and provided under the terms of, or in relation to, this Agreement or relating to ACTIVE COMPOUND or DISCOVERY without first obtaining Products, the prior written consent Licensee shall provide a copy of the other party, which consent such Publication to ViiV and shall not be unreasonably withheld. The contribution of each party take into account ViiV’s reasonable comments in connection therewith. 5.6 Nothing in this Agreement shall be noted construed as preventing or in all publications any way inhibiting the Licensee from complying with statutory and regulatory requirements relating to, or presentations by acknowledgment or co- authorshiparising out of, whichever is appropriateits rights under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (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 Research performance of this Agreement. The Party that releases, exchanges, or discloses Confidential Information are collectively referred (the “Disclosing Party”) shall use reasonable efforts to hereinafter mark such Confidential Information as “Confidential.” In the "Information"). With respect 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. Neither Party shall disclose any Confidential Information received from the other Party 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 to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this, and who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 7. The obligations in Sections 7.1, 7.2 and 7.3 shall not apply to the following as established by reasonable, written proof: information which at the time of disclosure is in the public domain; or information which, after its disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; or information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or information that a Party receives from a Third Party which is not legally prohibited from disclosing such information; or information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or information which is independently developed by the receiving Party or its Affiliates who had no knowledge of the Disclosing Party’s Confidential Information. If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, the Receiving or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be disclosed so that such Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the Research Informationscope of such requirement and, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement; 7.1.2 safeguard the respective . The Parties acknowledge that disclosure of any Confidential Information against disclosure in breach of this Agreement could give rise to others with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound irreparable injury to the Receiving non-breaching Party and that such injury will not be adequately compensated by a like obligation damages. Accordingly, the non-breaching Party shall be entitled to the remedies of confidentiality specific performance and restriction on use) without injunctive relief or other equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to all other remedies available to the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that non-breaching Party at law or in equity. All Confidential Information of shall remain the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent property of the Disclosing Party; 7.2.4 . In the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of event that a court or government agency; 7.2.6 other legal or administrative tribunal of competent jurisdiction, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the Receiving assets of a Party is required to disclose to bankers and this Agreement, based on the insolvency or bankruptcy of such Party (or based on any other business associates if such persons have agreed in writing to keep analogous or similar status of that Party under foreign laws), the information confidential to bankrupt or insolvent Party shall promptly notify the same extent court or other tribunal: that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information remains the property of the Disclosing Party Party; and of the confidentiality obligations under this Agreement. MPP or its authorized representative will have the right to audit [XXX]’s compliance with Sections 4.5 and 6.3 of this Agreement. [XXX] will be required to keep accurate records to allow MPP or its authorized representative to adequately conduct such audit. This Agreement shall be deemed to come into effect on the Effective Date and shall continue for seven years. MPP may suspend this Agreement immediately if its funding entities reduce or fail to provide funding for the Project. In the event support of the Project is discontinued or is reduced to the Receiving Party shall extent that MPP, in its sole discretion, determines it is not constitute practicable to continue the Project, MPP may terminate this Agreement effective immediately upon notice. Save as otherwise provided in this Agreement, if [XXX] breaches any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term provision of this Agreement and if such breach is material and (i) is incapable of correction; or (ii) is capable of correction but is not corrected within thirty (30) days after [XXX] receives written notice with respect to such default, MPP shall have the five (5) year period beginning on right to terminate this Agreement with immediate effect by giving written notice to the party in default. Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination date or expiration of this Agreement. 7.6 Neither party shall submit for written or oral publication any manuscript, abstract or the like which includes Information, including without limitation but not limited to Sections 4.5, 6.3, 6.4, 7 and 8. In addition, any data or other information relating provisions required to ACTIVE COMPOUND or DISCOVERY without first obtaining interpret and enforce the prior written consent Parties’ rights and obligations under this Agreement shall also survive, but only to the extent that such survival is required for the full observation and performance of this Agreement by the other party, which consent Parties. Termination of this Agreement in accordance with the provisions hereof shall not limit remedies which may be unreasonably withheld. The contribution of each party otherwise available in law or equity and shall be noted in all publications or presentations by acknowledgment or co- authorship, whichever is appropriatewithout prejudice to any rights that any person may have pursuant to this Agreement for antecedent breaches.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates ------------------------------------------- the exchange of certain confidential and proprietary information in relating to the FIELD (Finished Product and the "Confidential Information") Transferred Assets by one party (the "Disclosing Party") to the other party (the "Receiving Party") during in the term of negotiations leading up to this Agreement and the development of certain confidential and proprietary information in the FIELD in period between the course of the collaboration by the parties hereunder (the "Research Information") (the Confidential Information Signing Date and the Research Information are collectively referred to hereinafter as Closing Date. 5.8.1 During the "Information"). With period between the Signing Date and the Closing Date, with respect to the Confidential Information of the Disclosing Party, the Receiving Party, and with respect to the Research Information, each party, shall: 7.1.1 shall (a) use the respective Confidential Information only for the purpose of performing its duties or exercising its rights under this Agreement and for no other purpose, subject to the terms and conditions of this Agreement; 7.1.2 ; (b) safeguard the respective Confidential Information against disclosure to others with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 and (c) not disclose the respective Confidential Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors those who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 5.8.2 The obligations of Section 7.1 5.8.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 : (a) the Receiving Party can demonstrate by written records was previously know known to it; 7.2.2 ; (b) is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 and (c) the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 , provided the Receiving Disclosing Party is required first given a reasonable opportunity to disclose to bankers and other business associates if contest such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidentialdisclosure. 7.3 5.8.3 Nothing contained herein is intended to prevent either party from using the Research Confidential Information to obtain necessary or appropriate regulatory approvals for products developed hereunderapprovals, to execute or obtain patent rights in connection with the Transferred Assets, or to use such Confidential Information in disclosure instruments prepared by the parties to comply with applicable securities laws. 7.4 The 5.8.4 Except as otherwise set forth in this Agreement, the furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 5.8.5 The obligations of this Article Section 5.8 shall remain in effect during the term of this Agreement and the five (5) year period beginning on survive the termination date of this Agreement. 7.6 Neither party shall submit for written or oral publication any manuscript, abstract or the like which includes Information, including without limitation any data or other information relating to ACTIVE COMPOUND or DISCOVERY 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 acknowledgment or co- authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (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 Research performance of this Agreement. 7.2 The Party that releases, exchanges, or discloses Confidential Information are collectively referred (the “Disclosing Party”) shall use reasonable efforts to hereinafter mark such Confidential Information as “Confidential.” In the "Information"). With respect 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.‌ 7.3 Neither Party shall disclose any Confidential Information received from the other Party 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 to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this, and who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 7. 7.4 The obligations in Sections 7.1, 7.2 and 7.3 shall not apply to the following as established by reasonable, written 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, 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 which is not legally prohibited from disclosing such information; 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. 7.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, the Receiving or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be disclosed so that such Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the Research Informationscope of such requirement and, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard extent necessary, waive the respective Information against disclosure to others receiving Party’s compliance with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party 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 and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall submit for written or oral publication any manuscript, abstract or be entitled to the like which includes Information, including without limitation any data remedies of specific performance and injunctive relief or other information relating equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to ACTIVE COMPOUND all other remedies available to the non-breaching Party at law or DISCOVERY without first obtaining in equity. 7.7 All Confidential Information shall remain the prior written consent property of the Disclosing Party. In the event that a court or other partylegal or administrative tribunal of competent jurisdiction, which consent 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 not promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party; and (b) of the confidentiality obligations under this Agreement. MPP or its authorized representative will have the right to audit [XXX]’s compliance with Sections 4.5 and 6.3 of this Agreement. [XXX] will be unreasonably withheld. The contribution of each party shall be noted in all publications required to keep accurate records to allow MPP or presentations by acknowledgment or co- authorship, whichever is appropriateits authorized representative to adequately conduct such audit.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (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 Research performance of this Agreement. 7.2 The Party that releases, exchanges, or discloses Confidential Information are collectively referred (the “Disclosing Party”) shall use reasonable efforts to hereinafter mark such Confidential Information as “Confidential.” In the "Information"). With respect 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. 7.3 Neither Party shall disclose any Confidential Information received from the other Party 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 to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this, and who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 7. 7.4 The obligations in Sections 7.1, 7.2 and 7.3 shall not apply to the following as established by reasonable, written 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, 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 which is not legally prohibited from disclosing such information; 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. 7.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, the Receiving or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be disclosed so that such Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the Research Informationscope of such requirement and, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard extent necessary, waive the respective Information against disclosure to others receiving Party’s compliance with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party 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 and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall submit for written or oral publication any manuscript, abstract or be entitled to the like which includes Information, including without limitation any data remedies of specific performance and injunctive relief or other information relating equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to ACTIVE COMPOUND all other remedies available to the non-breaching Party at law or DISCOVERY without first obtaining in equity. 7.7 All Confidential Information shall remain the prior written consent property of the Disclosing Party. In the event that a court or other partylegal or administrative tribunal of competent jurisdiction, which consent 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 not promptly notify the court or other tribunal: (a) that Confidential Information remains the property of the Disclosing Party; and (b) of the confidentiality obligations under this Agreement. MPP or its authorized representative will have the right to audit Spoke’s compliance with Sections 4.5 and 6.3 of this Agreement. Spoke will be unreasonably withheld. The contribution of each party shall be noted in all publications required to keep accurate records to allow MPP or presentations by acknowledgment or co- authorship, whichever is appropriateits authorized representative to adequately conduct such audit.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (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 Research performance of this Agreement. For the avoidance of doubt, nothing in this Section 7 shall prejudice the licences granted under Section 6. 7.2 The Party that releases, exchanges, or discloses Confidential Information are collectively referred (the “Disclosing Party”) shall use reasonable efforts to hereinafter mark such Confidential Information as “Confidential.” In the "Information"). With respect 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. 7.3 Neither Party shall disclose any Confidential Information received from the other Party 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, and governing bodies to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this, and who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 7. 7.4 The obligations in Sections 7.1 7.2and 7.3 shall not apply to the following as established by reasonable, written 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, 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 which is not legally prohibited from disclosing such information; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement (unless prohibited by law): 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. 7.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, the Receiving or any portion thereof, to any Third Party, governmental authority or court, that Party shall (unless prohibited by law) immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be disclosed so that such Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the Research Informationscope of such requirement and, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard extent necessary, waive the respective Information against disclosure to others receiving Party’s compliance with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party 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 and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall submit for written or oral publication any manuscript, abstract or be entitled to the like which includes Information, including without limitation any data remedies of specific performance and injunctive relief or other information relating equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to ACTIVE COMPOUND all other remedies available to the non-breaching Party at law or DISCOVERY without first obtaining in equity. 7.7 All Confidential Information shall remain the prior written consent property of the Disclosing Party. In the event that a court or other partylegal or administrative tribunal of competent jurisdiction, which consent 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 not be unreasonably withheld. The contribution promptly notify the court or other tribunal: (a) that Confidential Information remains the property of each party the Disclosing Party; and (b) of the confidentiality obligations under this Agreement. 7.8 Notwithstanding any other provision of this Agreement, the Parties shall be noted have the right, at any time during or after the term of this Agreement, to use ideas, concepts and Know-How contained in all publications or presentations by acknowledgment derived from Confidential Information received under or co- authorshipin connection with this Agreement that are acquired and retained solely in the unaided memories of the Parties’ officers, whichever is appropriateemployees, agents, representatives, Affiliates, advisors and consultants who have had access to the Confidential Information under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD 5.1 Any Confidential Information disclosed by a Party, or Ferring and/or Ferring’s Affiliates (the "Confidential Information") by one party (the "“Disclosing Party"”) to the other party Party, or Ferring and/or Ferring’s Affiliates (the "“Receiving Party"”) during in connection with this Agreement shall be used solely and exclusively by the term Receiving Party in a manner consistent with the rights granted hereunder and for the purposes of Agreement this Agreement; shall be maintained in strict confidence by the Receiving Party; and shall not be further used, relied upon or disclosed to a Third-Party without the development of certain confidential and proprietary information in the FIELD in the course prior written consent of the collaboration by Disclosing Party. Notwithstanding the parties hereunder (foregoing, the "Research Information") (the Receiving Party may disclose such Confidential Information to its employees and Third-Parties who are bound by confidentiality obligations no less restrictive than those set forth herein and need to know such Confidential Information solely to perform the Research Information are collectively referred Receiving Party’s obligations and/or exercise the Receiving Party's rights under or in connection with this Agreement. This confidentiality obligation shall not apply to hereinafter as such information which: (a) the "Information"). With respect Receiving Party can prove, by written records and to the Confidential Information reasonable satisfaction of the Disclosing Party, is or has become a matter of public knowledge other than through any breach by or at the instigation of the Receiving Party, and with respect to the Research Informationor any of its Affiliates, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard (b) is already legitimately in the respective Information against disclosure to others with possession of the same degree of care as it exercises with its own data of a similar nature; andReceiving Party; 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound c) is disclosed to the Receiving Party by a like obligation of confidentiality and restriction on useThird-Party (other than Ferring and/or its Affiliates) without having the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply right to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to itdo so; 7.2.2 (d) is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was subsequently and independently developed by employees of the Receiving Party having or its Affiliates who had no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information disclosed; or (e) in the case of the Licensor, is required to be disclosed to Ferring under the terms of the Head License. 5.2 The Parties shall ensure that no unauthorized use or disclosure is made by others to whom access to such Confidential Information is granted, by binding such persons on like terms to this Agreement which are enforceable by each of the Licensor and Ferring. 5.3 All Confidential Information shall remain the property of the Disclosing Party. 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 Receiving 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 not constitute any grant promptly notify the court or license to other tribunal: (a) that Confidential Information remains the Receiving Party under any legal rights now or hereinafter held by property of the Disclosing Party; and (b) of the confidentiality obligations under this Agreement. 7.5 The obligations 5.4 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 this Article shall remain such Confidential Information and to ensure that the court, other tribunal or appointee maintains such information in effect during confidence in accordance with the term of this Agreement and the five (5) year period beginning on the termination date terms of this Agreement. 7.6 Neither party shall submit 5.5 Prior to submitting for written or oral publication any manuscript, abstract or the like which includes Information, including without limitation any data or other information generated and provided under the terms of (including but not limited to Licensed Know-How), or in relation to, this Agreement or relating to ACTIVE COMPOUND Licensed Product, the Licensee shall provide a copy of such intended publication to Ferring and give Ferring at least thirty (30) days to review the proposed submission and provide its comments to the submission. Licensee shall take into account Xxxxxxx’x reasonable comments in connection therewith and delete any Ferring Confidential Information before proceeding to publication. 5.6 Nothing in this Agreement shall be construed as preventing or DISCOVERY without first obtaining in any way inhibiting the prior written consent Receiving Party from complying with statutory and regulatory requirements relating to, or arising out of, its rights and obligations under this Agreement if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; provided however that such Receiving Party notifies the Disclosing Party of the requested disclosure within sufficient time to enable the Disclosing Party to seek an appropriate protective order or other partyremedy with respect to narrowing the scope of such required disclosure. 5.7 Within thirty (30) days after any expiration or termination of this Agreement, which consent Receiving Party shall not destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One copy of the Disclosing Party's Confidential Information may be unreasonably withheldretained in the Receiving Party's files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The contribution confidentiality obligations under this Agreement shall survive the termination or expiration of each party shall be noted in all publications or presentations by acknowledgment or co- authorship, whichever is appropriatethis Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates During the exchange of certain confidential Term and proprietary information in the FIELD for [***] years thereafter (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (the Confidential Information and the Research Information are collectively referred to hereinafter as the "Information"). With respect to the Confidential Information of the Disclosing Party, the Receiving Party, and with respect to the Research Information, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties notwithstanding any termination or exercising its rights subject to the terms and conditions expiration of this Agreement; 7.1.2 safeguard ), Neurogenetics and Eisai shall not use or reveal or disclose to third parties any confidential information received from the respective Information against disclosure to others with other Party or otherwise developed by the same degree other Party in the performance of care as it exercises with its own data activities in furtherance of a similar nature; and 7.1.3 not disclose this Agreement without first obtaining the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other partyParty. Notwithstanding the above, the Party to whom confidential information was disclosed (the “Recipient”) shall not be in violation of this Agreement with regard to disclosure of information that Recipient can evidence by competent written proof: (a) is or becomes part of the public domain subsequent to the time it was communicated to the Recipient by the other Party through no fault of the Recipient, (b) is already in Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient, (c) is disclosed to the Recipient by a third party having the right to do so, which third party did not obtain the same, directly or indirectly, from the other Party, or (d) is in response to a valid order by a court or other governmental body (but solely to the extent of and pursuant to such order), provided that the Recipient provides the other Party with prior written notice of any disclosure in response to a court or other governmental order so as to permit the other Party to seek confidential treatment of such information. The Parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 7.2 The obligations Nothing herein shall be construed as preventing either Party from disclosing any information received from the other Party to its employees, consultants, agents and Affiliates, *** Confidential Treatment Requested provided that such employees, consultants, agents and Affiliates have undertaken a similar obligation of Section 7.1 confidentiality with respect to the confidential information. 7.3 No public announcement or other disclosure to any third party concerning the existence of or terms of this Agreement shall not apply be made, either directly or indirectly, by any Party to that Confidential Information this Agreement, except as required by applicable law, rule or regulation, without first obtaining approval of the Disclosing other Party which: 7.2.1 and agreement upon the Receiving nature and text of such announcement or disclosure. The Party can demonstrate by written records was previously know desiring to it; 7.2.2 is now, make any public announcement or in other disclosure shall inform the future becomes, public knowledge other than through the acts or omissions Party of the Receiving Party; 7.2.3 is lawfully obtained by proposed announcement or disclosure (pursuant to legal requirement, for recording purposes or otherwise) a reasonable time prior to public release, and shall provide the Receiving other Party from sources independent with a written copy of the Disclosing proposed public statement, in order to solicit such Party; 7.2.4 ’s written approval. Neurogenetics may disclose the Receiving Party can demonstrate was independently developed by employees existence and terms of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep potential third party financial investors in Neurogenetics or a potential third party acquiror of all or substantially all of the business Neurogenetics (provided that any such third party agrees to maintain the confidentiality of any such information confidentialprovided to such third party by Neurogenetics). 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party shall submit for written or oral publication any manuscript, abstract or the like which includes Information, including without limitation any data or other information relating to ACTIVE COMPOUND or DISCOVERY 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 acknowledgment or co- authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates During the exchange of certain confidential Term and proprietary information in the FIELD for [***] years thereafter (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (the Confidential Information and the Research Information are collectively referred to hereinafter as the "Information"). With respect to the Confidential Information of the Disclosing Party, the Receiving Party, and with respect to the Research Information, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties notwithstanding any termination or exercising its rights subject to the terms and conditions expiration of this Agreement; 7.1.2 safeguard ), TPTX and Eisai shall not use or reveal or disclose to third parties any confidential information received from the respective Information against disclosure to others with other Party or otherwise developed by the same degree other Party in the performance of care as it exercises with its own data activities in furtherance of a similar nature; and 7.1.3 not disclose this Agreement without first obtaining the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other partyParty. For clarification, Joint Inventions *** Confidential Treatment Requested shall be considered confidential information of both Parties. Notwithstanding the above, the Party to whom confidential information was disclosed (the “Recipient”) shall not be in violation of this Agreement with regard to disclosure of information that Recipient can evidence by competent written proof: (a) is or becomes part of the public domain subsequent to the time it was communicated to the Recipient by the other Party through no fault of the Recipient, (b) is already in Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient, (c) is disclosed to the Recipient by a third party having the right to do so, which third party did not obtain the same, directly or indirectly, from the other Party, or (d) is in response to a valid order by a court or other governmental body (but solely to the extent of and pursuant to such order), provided that the Recipient provides the other Party with prior written notice of such disclosure pursuant to Section 7.1(d) in order to permit the other Party to seek confidential treatment of such information. The Parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 7.2 The obligations of Section 7.1 Nothing herein shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving be construed as preventing either Party from sources independent disclosing any information received from the other Party to its employees, consultants, agents and Affiliates, provided that such employees, consultants, agents and Affiliates have undertaken a similar obligation of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant confidentiality with respect to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidentialinformation. 7.3 Nothing contained herein is intended No public announcement or other disclosure to prevent either any third party from using concerning the Research Information to obtain necessary existence of or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term terms of this Agreement and the five (5) year period beginning on the termination date of shall be made, either directly or indirectly, by any Party to this Agreement. 7.6 Neither party shall submit for written , except as required by applicable law, rule or oral publication any manuscriptregulation, abstract or the like which includes Information, including without limitation any data or other information relating to ACTIVE COMPOUND or DISCOVERY without first obtaining the prior written consent approval of the other party, which consent shall not be unreasonably withheldParty and agreement upon the nature and texts of such announcement or disclosure. The contribution Party desiring to make any such public announcement or other disclosure shall inform the other Party of each the proposed announcement or disclosure (pursuant to legal requirement, for recording purposes or otherwise) in reasonably sufficient time prior to public release, and shall provide the other Party with a written copy of the proposed public statement, in order to solicit such other Party’s written approval. TPTX may disclose the existence and terms of this Agreement to potential third party shall be noted financial investors in TPTX or a potential third party acquiror of all publications or presentations substantially all of the business TPTX (provided that any such third party agrees to maintain the confidentiality of any such information provided to such third party by acknowledgment or co- authorship, whichever is appropriateTPTX).

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (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 Research performance of this Agreement. For the avoidance of doubt, nothing in this Section 9 shall prejudice the licences granted under Section 8. 9.2 The Party that releases, exchanges, or discloses Confidential Information are collectively referred (the “Disclosing Party”) shall use reasonable efforts to hereinafter mark such Confidential Information as “Confidential”. In the "Information"). With respect 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. 9.3 Neither Party shall disclose any Confidential Information received from the other Party 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, and governing bodies to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this, and who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 9. 9.4 The obligations in Sections 9.1, 9.2 and 9.3 shall not apply to the following as established by reasonable, written 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, 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 which is not legally prohibited from disclosing such information; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement (unless prohibited by law): 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. 9.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, the Receiving or any portion thereof, to any Third Party, governmental authority or court, that Party shall (unless prohibited by law) immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be disclosed so that such Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the Research Informationscope of such requirement and, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard extent necessary, waive the respective Information against disclosure to others receiving Party’s compliance with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party 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 and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall submit for written or oral publication any manuscript, abstract or be entitled to the like which includes Information, including without limitation any data remedies of specific performance and injunctive relief or other information relating equitable relief for any threatened or actual breach of this Section 9. Such relief shall be in addition to ACTIVE COMPOUND all other remedies available to the non-breaching Party at law or DISCOVERY without first obtaining in equity. 9.7 All Confidential Information shall remain the prior written consent property of the Disclosing Party. In the event that a court or other partylegal or administrative tribunal of competent jurisdiction, which consent 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 not be unreasonably withheld. The contribution promptly notify the court or other tribunal: (a) that Confidential Information remains the property of each party the Disclosing Party; and (b) of the confidentiality obligations under this Agreement. 9.8 Notwithstanding any other provision of this Agreement, the Parties shall be noted have the right, at any time during or after the term of this Agreement, to use ideas, concepts and Know-How contained in all publications or presentations by acknowledgment derived from Confidential Information received under or co- authorshipin connection with this Agreement that are acquired and retained solely in the unaided memories of the Parties’ officers, whichever is appropriateemployees, agents, representatives, Affiliates, advisors and consultants who have had access to the Confidential Information under this Agreement.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the collaboration by the parties hereunder (the "Research Information") (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 Research performance of this Agreement. 7.2 The Party that releases, exchanges, or discloses Confidential Information are collectively referred (the “Disclosing Party”) shall use reasonable efforts to hereinafter mark such Confidential Information as “Confidential.” In the "Information"). With respect 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.‌ 7.3 Neither Party shall disclose any Confidential Information received from the other Party 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 to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this, and who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 7. 7.4 The obligations in Sections 7.1, 7.2 and 7.3 shall not apply to the following as established by reasonable, written 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, 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 which is not legally prohibited from disclosing such information; 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. 7.5 If a receiving Party becomes obligated by law to disclose Confidential Information received under or in connection with this Agreement, the Receiving or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party in writing of each such requirement and identify the Confidential Information to be disclosed so that such Disclosing Party may seek an appropriate protective order or other remedy with respect to narrowing the Research Informationscope of such requirement and, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the terms and conditions of this Agreement; 7.1.2 safeguard extent necessary, waive the respective Information against disclosure to others receiving Party’s compliance with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound to the Receiving Party by a like obligation of confidentiality and restriction on use) without the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date of this Agreement. 7.6 Neither party 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 and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall submit for written or oral publication any manuscriptbe entitled to the remedies of specific performance – where applicable, abstract or the like which includes Information, including without limitation any data and injunctive relief or other information relating equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to ACTIVE COMPOUND all other remedies available to the non-breaching Party at law or DISCOVERY without first obtaining in equity. 7.7 All Confidential Information shall remain the prior written consent property of the Disclosing Party. In the event that a court or other partylegal or administrative tribunal of competent jurisdiction, which consent 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 not promptly notify the court or other tribunal in writing: (a) that Confidential Information remains the property of the Disclosing Party; and (b) of the confidentiality obligations under this Agreement. MPP or its authorized representative will have the right to audit BVNL’s compliance with Sections 4.5 and 6.3 of this Agreement. BVNL will be unreasonably withheld. The contribution of each party shall be noted in all publications required to keep accurate records to allow MPP or presentations by acknowledgment or co- authorship, whichever is appropriateits authorized representative to adequately conduct such audit.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 7.1 This Agreement contemplates the exchange of certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during 6.1 During the term of this Agreement and for five years thereafter, the development Parties shall not, use, reveal or disclose to any Third Party, or to any of certain confidential and proprietary its Affiliates, save for those of its Affiliates who need to know such information to exercise the Party's rights under this Agreement, any Confidential Information received from the other Party or ViiV and/or any of their Affiliates or otherwise developed by any party in the FIELD performance of activities in furtherance of this Agreement, except as may be otherwise provided herein or as may be required for the purposes of securing essential authorisations in respect of the performance of this Agreement from governmental agencies in the course Territory, or as may be required to be disclosed under law or regulation in the Territory. This confidentiality obligation shall not apply to such information which: (a) the receiving party can prove, by written records and to the reasonable satisfaction of the collaboration disclosing party, is or has become a matter of public knowledge other than through any breach by or at the parties hereunder (the "Research Information") (the Confidential Information and the Research Information are collectively referred to hereinafter as the "Information"). With respect to the Confidential Information instigation of the Disclosing Party, the Receiving Party, and with respect to the Research Information, each receiving party, shall: 7.1.1 use the respective Information only for the purpose or any of performing its duties or exercising its rights subject to the terms and conditions Affiliates, of this Agreement; 7.1.2 safeguard (b) is already legitimately in the respective Information against disclosure to others with possession of the same degree of care as it exercises with its own data of a similar nature; andreceiving party; 7.1.3 not disclose the respective Information to others (except to its employees, agents, consultants, sublicensees, distributors or investors and potential investors who are bound c) is disclosed to the Receiving Party receiving party by a like obligation of confidentiality and restriction on useThird Party (other than the disclosing party or ViiV and/or its Affiliates) without having the express written consent of the other party. 7.2 The obligations of Section 7.1 shall not apply right to that Confidential Information of the Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to itdo so; 7.2.2 (d) is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was subsequently and independently developed by employees of the Receiving Party having receiving party or its Affiliates who had no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information disclosed; or (e) in the case of the Disclosing Party Licensor, is required to be disclosed to ViiV under the terms of the Licensor’s agreement with ViiV. 6.2 The Parties shall ensure that no unauthorised use or disclosure is made by others to whom access to such Confidential Information is granted, by binding such persons on like terms to this Agreement which are enforceable by each of the Licensor and ViiV. 6.3 All Confidential Information shall remain the property of the disclosing party. 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; and (b) of the confidentiality obligations under this Agreement. 6.4 In addition, the bankrupt or insolvent party shall, to the Receiving Party shall not constitute any grant extent permitted by law, take all steps necessary or license desirable to maintain the Receiving Party under any legal rights now confidentiality of such Confidential Information and to ensure that the court, other tribunal or hereinafter held by appointee maintains such information in confidence in accordance with the Disclosing Party. 7.5 The obligations of this Article shall remain in effect during the term of this Agreement and the five (5) year period beginning on the termination date terms of this Agreement. 7.6 Neither party shall submit 6.5 Prior to submitting for written or oral publication any manuscript, abstract or the like which includes Information, including without limitation any data or other information generated and provided under the terms of, or in relation to, this Agreement or relating to ACTIVE COMPOUND or DISCOVERY without first obtaining Products, the prior written consent Licensee shall provide a copy of the other party, which consent such Publication to ViiV and shall not be unreasonably withheld. The contribution of each party take into account ViiV’s reasonable comments in connection therewith. 6.6 Nothing in this Agreement shall be noted construed as preventing or in all publications any way inhibiting the Licensee from complying with statutory and regulatory requirements relating to, or presentations by acknowledgment or co- authorshiparising out of, whichever is appropriateits rights under this Agreement.