Common use of Exclusions to Confidentiality Clause in Contracts

Exclusions to Confidentiality. The restrictions contained in Section 12.1 shall not apply to any Confidential Information in the hands of a Receiving Party that (a) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving Party to Regulatory Authorities to facilitate the issuance of Regulatory Approvals for any Licensed Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (b) is provided by Sanofi to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for Research, Development, Commercialization or Manufacturing purposes, and sublicensing or potential sublicensing; or (c) is otherwise required to be disclosed in compliance with Applicable Law (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other Governmental Authority having competent jurisdiction; provided, however, that if a Receiving Party is required to make any such disclosure of the Disclosing Party’s Confidential Information, such Receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Exclusions to Confidentiality. The restrictions contained in Section 12.1 shall not apply to any Confidential Information in the hands of a Receiving Party that (a) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving Party to Regulatory Authorities to facilitate the issuance of Regulatory Approvals for any Licensed Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (b) is provided by Sanofi to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for Research, Development, Commercialization or Manufacturing purposes, and sublicensing or potential sublicensing; or (c) is otherwise required to be disclosed in compliance with Applicable Law (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other Governmental Authority having competent jurisdiction; provided, however, that if a Receiving Party is required to make any such disclosure of the Disclosing Party’s Confidential Information, such Receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Exclusions to Confidentiality. The restrictions contained in Section 12.1 shall not apply to any Confidential Information in the hands of a Receiving Party that (a) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving Party to Regulatory Authorities to facilitate the issuance of Regulatory Approvals for any Licensed Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (b) is provided by Sanofi to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for Research, Development, Commercialization or Manufacturing purposes, and sublicensing or potential sublicensing; or (c) is otherwise required to be disclosed in compliance with Applicable Law (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other Governmental Authority having competent jurisdiction; provided, however, that if a Receiving Party is required to make any such disclosure of the Disclosing Party’s Confidential Information, such Receiving Party shall, except where impracticable for *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Exclusions to Confidentiality. The non-disclosure restrictions contained in Section 12.1 9.1 shall not apply to any Confidential Information in the hands of a Receiving Party that (a) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving Party to Regulatory Authorities governmental authorities to facilitate the issuance of Regulatory Approvals marketing approvals for any Licensed a Collaboration Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (b) is provided by Sanofi the Receiving Party to any Third Party Parties and/or an Affiliate under appropriate terms and conditions, including confidentiality provisions equivalent to at least as protective of the Disclosing Party as those in this Agreement, for Researchconsulting, Developmentmanufacturing, Commercialization or Manufacturing purposesdevelopment, manufacturing, external testing, marketing trials and sublicensing or potential sublicensingsublicensing of Collaboration Product or DRG in accordance with this Agreement; or (c) is otherwise required to be disclosed in compliance with Applicable Law applicable laws or regulations (including, without limitation, to comply with any governmental SEC, NASDAQ or stock exchange disclosure requirements) or an order by a court or other Governmental Authority regulatory body having competent jurisdiction; provided, however, provided that if a Receiving Party is required to make any such disclosure of the Disclosing other * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. 39 Party’s Confidential Information, such Receiving Party shallInformation it will, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities)under extraordinary circumstances, give reasonable advance notice to the Disclosing other Party of such disclosure requirement andrequirement, except sufficient to allow said other Party the extent inappropriate in the case of patent applications or otherwise, right to object to and defend against said disclosure and will use its reasonable best efforts to secure confidential treatment of such Confidential Information (information required to be disclosed. Furthermore, each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation, the provisions of this Agreement for which confidential treatment should be sought.

Exclusions to Confidentiality. The restrictions contained in Section 12.1 shall not apply to any Confidential Information in the hands of a Receiving receiving Party that (ai) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving receiving Party to Regulatory Authorities governmental authorities to facilitate the issuance of Regulatory Approvals marketing approvals for any Licensed a Covered Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (bii) is provided by Sanofi GPC to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for Researchconsulting, Developmentmanufacturing development, Commercialization or Manufacturing purposesmanufacturing, external testing, marketing trials and sublicensing or potential sublicensing; or (ciii) is otherwise required to be disclosed in compliance with Applicable Law applicable laws or regulations (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other Governmental Authority regulatory body having competent jurisdiction; provided, however, that if a Receiving receiving Party is required to make any such disclosure of the Disclosing disclosing Party’s 's Confidential Information, Information such Receiving receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the Disclosing other Party of such disclosure {redacted} Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 17.7 hereof shall be excluded from the provisions of Section 12.1.

Exclusions to Confidentiality. The non-disclosure restrictions contained in Section 12.1 9.1 shall not apply to any Confidential Information in the hands of a Receiving Party that (a) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving Party to Regulatory Authorities governmental authorities to facilitate the issuance of Regulatory Approvals marketing approvals for any Licensed a Collaboration Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (b) is provided by Sanofi the Receiving Party to any Third Party Parties and/or an Affiliate under appropriate terms and conditions, including confidentiality provisions equivalent to at least as protective of the Disclosing Party as those in this Agreement, for Researchconsulting, Developmentmanufacturing, Commercialization or Manufacturing purposesdevelopment, manufacturing, external testing, marketing trials and sublicensing * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. or potential sublicensingsublicensing of Collaboration Product or DRG in accordance with this Agreement; or (c) is otherwise required to be disclosed in compliance with Applicable Law applicable laws or regulations (including, without limitation, to comply with any governmental SEC, NASDAQ or stock exchange disclosure requirements) or an order by a court or other Governmental Authority regulatory body having competent jurisdiction; provided, however, provided that if a Receiving Party is required to make any such disclosure of the Disclosing other Party’s Confidential Information, such Receiving Party shallInformation it will, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities)under extraordinary circumstances, give reasonable advance notice to the Disclosing other Party of such disclosure requirement andrequirement, except sufficient to allow said other Party the extent inappropriate in the case of patent applications or otherwise, right to object to and defend against said disclosure and will use its reasonable best efforts to secure confidential treatment of such Confidential Information (information required to be disclosed. Furthermore, each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation, the provisions of this Agreement for which confidential treatment should be sought.

Exclusions to Confidentiality. The restrictions contained in Section 12.1 shall not apply to any Confidential Information in the hands of a Receiving receiving Party to the extent that it (ai) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving receiving Party to Regulatory Authorities governmental authorities to facilitate the issuance of Regulatory Approvals marketing approvals for any Licensed Producta Collaboration Product in accordance with the terms of this Agreement, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (bii) is provided by Sanofi a Party to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for Researchconsulting, Developmentmanufacturing development, Commercialization or Manufacturing purposesmanufacturing, external testing, marketing trials and sublicensing or potential sublicensingsublicensing in accordance with the terms hereof; or (ciii) is otherwise required to be disclosed in compliance with Applicable Law applicable laws or regulations (including, without Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of 1934. limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other Governmental Authority regulatory body having competent jurisdiction; provided, however, that if a Receiving receiving Party is required to make any such disclosure of the Disclosing disclosing Party’s Confidential Information, Information such Receiving receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Exclusions to Confidentiality. The restrictions contained in Section 12.1 shall not apply to any Confidential Information in the hands of a Receiving receiving Party to the extent that it (ai) is submitted by *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - 30 - the Receiving receiving Party to Regulatory Authorities governmental authorities to facilitate the issuance of Regulatory Approvals marketing approvals for any Licensed Producta Collaboration Product in accordance with the terms of this Agreement, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (bii) is provided by Sanofi a Party to any Third Party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for Researchconsulting, Developmentmanufacturing development, Commercialization or Manufacturing purposesmanufacturing, external testing, marketing trials and sublicensing or potential sublicensingsublicensing in accordance with the terms hereof; or (ciii) is otherwise required to be disclosed in compliance with Applicable Law applicable laws or regulations (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other Governmental Authority regulatory body having competent jurisdiction; provided, however, that if a Receiving receiving Party is required to make any such disclosure of the Disclosing disclosing Party’s Confidential Information, Information such Receiving receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of 1934.