Common use of Exclusions; Required Disclosure Clause in Contracts

Exclusions; Required Disclosure. (a) Receiving Party’s obligations regarding Disclosing Party’s Confidential Information shall not apply to information (a) that was already known to Receiving Party prior to the disclosure of such information to Receiving Party by Disclosing Party, (b) that is or becomes publicly available through no act or fault of Receiving Party, (c) that is rightfully received by Receiving Party from a third-party having no obligation of confidentiality to Disclosing Party, or (d) that is independently developed by Receiving Party. (b) In the event FOUNDATION is required by law, regulation, or court order to disclose any of SILEVO’s Confidential Information, FOUNDATION will notify SILEVO in writing prior to making such disclosure in order to facilitate SILEVO seeking a protective order or other appropriate remedy from the appropriate legal body. In the event SILEVO is required by law, regulation, or court order to disclose any of FOUNDATION’s Confidential Information, SILEVO will notify FOUNDATION in writing prior to making such disclosure in order to facilitate FOUNDATION seeking a protective order or other appropriate remedy from the appropriate legal body. Notwithstanding the foregoing, a Party or its successor shall be permitted to share the other Party’s Confidential Information as needed with its and its Affiliates’ lawyers, accountants, architects and other consultants and advisors. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from reviewing the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

Exclusions; Required Disclosure. (a) Receiving Party’s obligations regarding Disclosing Party’s Confidential Information shall not apply to information (a) that was already known to Receiving Party prior to the disclosure of such information to Receiving Party by Disclosing Party, (b) that is or becomes publicly available through no act or fault of Receiving Party, (c) that is rightfully received by Receiving Party from a third-party having no obligation of confidentiality to Disclosing Party, or (d) that is independently developed by Receiving Party. (b) In the event FOUNDATION is required by law, regulation, or court order to disclose any of SILEVOKINEX’s Confidential Information, FOUNDATION will notify SILEVO KINEX in writing prior to making such disclosure in order to facilitate SILEVO KINEX seeking a protective order or other appropriate remedy from the appropriate legal body. In the event SILEVO KINEX is required by law, regulation, or court order to disclose any of FOUNDATION’s ’S Confidential Information, SILEVO KINEX will notify FOUNDATION in writing prior to making such disclosure in order to facilitate FOUNDATION seeking a protective order or other appropriate remedy from the appropriate legal body. Notwithstanding the foregoing, a Party or its successor shall be permitted to share the other Party’s Confidential Information as needed with its and its Affiliates’ lawyers, accountants, architects and other consultants and advisors. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from reviewing the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. (c) FOUNDATION is required to comply with the New York State Freedom of Information Law, Public Officers Law, Article 6 which provides for public access to information FOUNDATION possesses. Public Officers Law, Section 87(2)(d) provides for exceptions to disclosures for records or portions thereof that are “trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” Information submitted to FOUNDATION that KINEX wishes to have treated as proprietary and confidential, should be identified and labeled as “Confidential” or “Proprietary” on each page at the time of disclosure. This information should include a written request to exempt it from disclosure, including a written statement of the reasons why the information should be exempted. FSMC-KINEX CONFIDENTIAL SIGNATURE COPY

Exclusions; Required Disclosure. (a) Receiving Party’s obligations regarding Disclosing Party’s Confidential Information shall not apply to information (a) that was already known to Receiving Party prior to the disclosure of such information to Receiving Party by Disclosing Party, (b) that is or becomes publicly available through no act or fault of Receiving Party, (c) that is rightfully received by Receiving Party from a third-third- party having no obligation of confidentiality to Disclosing Party, or (d) that is independently developed by Receiving Party. (b) In the event FOUNDATION is required by law, regulation, or court order to disclose any of SILEVO’s Confidential Information, FOUNDATION will notify SILEVO in writing prior to making such disclosure in order to facilitate SILEVO seeking a protective order or other appropriate remedy from the appropriate legal body. In the event SILEVO is required by law, regulation, or court order to disclose any of FOUNDATION’s Confidential Information, SILEVO will notify FOUNDATION in writing prior to making such disclosure in order to facilitate FOUNDATION seeking a protective order or other appropriate remedy from the appropriate legal body. Notwithstanding the foregoing, a Party or its successor shall be permitted to share the other Party’s Confidential Information as needed with its and its Affiliates’ lawyers, accountants, architects and other consultants and advisors. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from reviewing the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.