Common use of General Confidentiality Obligations Clause in Contracts

General Confidentiality Obligations. (a) JPMC and Visa consider it mutually beneficial that, in connection with the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information to Visa, and (ii) Visa disclose its Confidential Information to JPMC. Each of JPMC and Visa agree to treat the Confidential Information of the other Party as confidential and proprietary to such other Party in accordance with the terms and conditions of the Agreement. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information to the Receiving Party’s and its Affiliates’ officers, consultants, subcontractors, employees, attorneys and accountants to the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys and accountants; (ii) the Receiving Party shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent with the terms of the Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** (**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach.

General Confidentiality Obligations. (a) JPMC All Fidelity Confidential Information is, or will be, and Visa shall remain the property of Fidelity. Vendor is the owner of all Vendor Confidential Information. Fidelity and Vendor consider it mutually beneficial that, that in connection with the transactions contemplated by this AgreementServices, (i) JPMC Fidelity disclose its the Fidelity Confidential Information to VisaVendor, and (ii) Visa Vendor disclose its Vendor Confidential Information to JPMCFidelity. Each of JPMC Fidelity and Visa Vendor each agree to treat the Confidential Information of the other Party as confidential and proprietary to such the other Party in accordance with the terms and conditions of the this Agreement. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa Vendor to JPMCFidelity, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; Protected Party provided to the Receiving Party by reason of the relationship established by this Agreement, or learned by the Receiving Party by reason of this Agreement, (ii) otherwise use the Confidential Information of the Disclosing Protected Party (A) for the Receiving Party’s 's own benefit or the benefit that of any third party, (B) to the Disclosing Protected Party’s detriment or 's detriment, (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; Services or (D) in any manner unnecessary to the performance of the Services, (iii) commercially exploit any Confidential Information of the Disclosing Party or Protected Party, (iv) use any copies of any Confidential Information of the Protected Party, except as contemplated by this Agreement, (v) acquire any right in, in or assert any lien against, the Confidential Information of the Disclosing Protected Party or (vi) refuse for any reason (including a default or material breach of this Agreement by the Protected Party) to promptly provide the Confidential Information of the Protected Party, including copies thereof, to the Protected Party if requested to do so (excluding copies of such Confidential Information as may be necessary to be retained by reason of legal, accounting or regulatory requirements). (c) The Notwithstanding the provisions of Section 11.1(b) above, the Receiving Party may shall be permitted to disclose relevant aspects of the Disclosing Protected Party’s 's Confidential Information to the Receiving Party’s 's and its Affiliates’ ' directors, officers, consultantsagents, subcontractors, employees, attorneys subcontractors and accountants employees to the extent that such disclosure is necessary for the performance of the Receiving Party’s 's obligations under the this Agreement; provided provided, however, that: (i) the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Disclosing Protected Party is not disclosed or duplicated in contravention of the provisions of the this Agreement by such directors, officers, consultantsagents, subcontractors, subcontractors and employees, attorneys and accountants; (ii) the Receiving Party shall assume full responsibility for the acts or omissions of the third parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Protected Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent with the terms of the Agreement, Party; (B) have a need to know such Confidential Information for performance related to the Agreement Services; and (C) in the case of employees of the Receiving Party, have been informed of the confidential nature of the Confidential Information. (d) The Receiving Party shall comply with all Applicable Laws regarding privacy and data protection and all privacy policies of the Protected Party that are, or that may be in the future, applicable to the terms of this Agreement or the Services. The Protected Party shall use commercially reasonable efforts to advise, and to continue to advise during any Work Order Term and End of Term Assistance Services, the Receiving Party of all such Applicable Laws regarding privacy and data protection, and policies of the Protected Party that are, or that may be in the future, applicable to the terms of this Agreement or the Services. Without limiting the generality of the preceding sentence, the Receiving Party agrees that it shall not use, and shall not disclose to any other Party, any nonpublic personal information that it receives from the Protected Party in connection with this Agreement, except in accordance with this Agreement. (e) The obligation to treat information as Confidential Information as provided by this Section 2.2 11.1 (General Confidentiality Obligations) shall not apply to information that (i) is shall be publicly available through no action of the Receiving Party in violation of the this Agreement, (ii) was shall have been in the Receiving Party’s 's possession prior to disclosure by the Disclosing Protected Party, (iii) the Receiving Party can demonstrate to have been shall be developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Protected Party has disclosed to the Receiving Party or (iv) was shall be obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Protected Party. (ef) Upon termination of this Master Agreement together with the Agreement Collateral Documents or any applicable Annex(s), Work Order pursuant to which the Confidential Information was disclosed, or upon the Disclosing Protected Party’s 's earlier request, the Receiving Party and its subcontractors shall promptly give over to the Disclosing Protected Party, all of the Disclosing Protected Party’s 's Confidential Information then in the Receiving Party’s 's or its subcontractors’ ' possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Protected Party’s 's Confidential Information and, if requested in writing, the Receiving Party and its subcontractors shall certify their respective complete compliance with the foregoing provision. (fg) The Receiving Party acknowledges that its obligations under the this Agreement with regard to (i) trade secrets of the Disclosing Protected Party shall remain in effect for as long as such information shall remain a trade secret under applicable lawApplicable Law, (ii) Fidelity Customer Information shall remain in effect indefinitely and (iiiii) all other Confidential Information of the Disclosing Protected Party shall remain in effect for a period of ** (**) years indefinitely after the expiration or earlier termination of the applicable Annex(s) Work Order to which such other Confidential Information pertains. (gh) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Protected Party’s 's Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Protected Party, competitively and otherwise. If the Receiving Party, or any third party to whom the Receiving Party transmits the Confidential Information pursuant to the this Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Protected Party with prompt written notice so that the Disclosing Protected Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangementsarrangements requested by the Protected Party. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information thatInformation, which in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall will be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (hi) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the competitive impact and/or other damage that may result to the Disclosing Protected Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the this Agreement, money damages might may not be a sufficient remedy for any breach of the this Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Protected Party shall may be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach. The Receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.

General Confidentiality Obligations. The Confidential Information of a Disclosing Party which is disclosed to a Receiving Party will be held by the Receiving Party in strictest confidence at all times and will not be used by the Receiving Party (aor its affiliates or their respective Representatives) JPMC and Visa consider it mutually beneficial that, for any purpose other than to fulfill its obligations set forth in connection with the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information to Visa, and (ii) Visa disclose its Confidential Information to JPMC. Each of JPMC and Visa agree to treat unless previously authorized by the Confidential Information of the other Party as confidential and proprietary to such other Disclosing Party in accordance with the terms and conditions of the Agreementwriting. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the The Confidential Information of the Disclosing Party (A) for will not be disclosed or divulged by the Receiving Party’s own benefit or the benefit of Party to any third party, (B) to except with the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information prior written permission of the Disclosing Party or (iv) acquire any right in, or assert any lien against, and on the condition that the party to whom the Confidential Information of the Disclosing Party. (c) is disclosed agrees to be bound by these terms and conditions. The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information only to the Receiving Party’s and those of its Affiliates’ officers(or its affiliates’) employees, vendors, consultants, subcontractors, employees, attorneys and accountants contractors or advisors who need to review or access the extent that such disclosure is necessary Confidential Information for the performance of purposes authorized by the Receiving Party’s obligations under the Agreement; provided that: (i) Disclosing Party but only after the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys and accountants; (ii) the Receiving Party shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent with the terms of the Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been has informed them of the confidential nature of the Confidential Information. (d) The obligation Information and such persons have agreed to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosedin accordance with the terms of this Agreement. The Disclosing Party retains all right, or upon the Disclosing Party’s earlier requesttitle and interest in and to its Confidential Information. In any event, the Receiving Party and its subcontractors shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** (**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could will be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy liable for any breach of this Section 6 by any third party (including its or its affiliates’ employees, vendors, consultants, contractors or advisors). Without limiting the Agreement by foregoing, Provider shall not use any zulily Confidential Information in providing services for a Competitor (as defined below) or any other Provider customer. Should Provider provide any similar fulfillment staffing operations for a Competitor, zulily will be notified in writing. “Competitor” means any entity that is engaged in any business which is competitive with the Receiving Partybusiness of zulily as of the date of this Agreement, and that, in addition to all other remedies, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breachwhich means [*].

General Confidentiality Obligations. (a) JPMC Any and Visa consider it mutually beneficial thatall confidential or proprietary information disclosed to one Party by the other Party under this Agreement is the “Confidential Information” of the disclosing Party. In addition, information embodied in connection Adimab Materials is Adimab’s Confidential Information, and information embodied in the iTeos Materials is iTeos’s Confidential Information. (b) To avoid doubt, sequence information (whether as to amino acid sequence or nucleic acid sequence) with respect to Program Antibodies shall be deemed the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information of Adimab, except that from and after the date of Option exercise, the sequence information as to Visa, and (ii) Visa disclose its the CDRs of Optioned Antibodies shall be Confidential Information of iTeos. (c) Each Party shall receive and maintain the other Party’s Confidential Information in strict confidence. Neither Party shall disclose any Confidential Information of the other Party to JPMCany Third Party. Each of JPMC and Visa agree to treat Neither Party shall use the Confidential Information of the other Party for any purpose other than as confidential required to perform its obligations or exercise its rights hereunder. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s employees and proprietary contractors requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such person shall be bound by written agreement to maintain Confidential Information in confidence and not to use such information for any purpose other Party than in accordance with the terms and conditions of the this Agreement. For purposes of Each Party agrees to take all steps necessary to ensure that the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information shall be maintained in confidence including such steps as it takes to prevent the Receiving Party’s disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its Affiliates’ officers, consultants, subcontractors, employees, attorneys employees and accountants to contractors involved in the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving Research Program. Each Party shall take all reasonable measures steps necessary to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys its employees and accountants; (ii) the Receiving Party contractors shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent comply with the terms and conditions of the this Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) . The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation foregoing obligations of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors non-use shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable lawsurvive, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** ([**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies*] from, the Disclosing Party shall be entitled to seek specific performance and injunctive termination or other equitable relief as deemed proper or necessary by a court expiration of competent jurisdiction as a remedy for any such breachthis Agreement in accordance with Article 9 (Term).

General Confidentiality Obligations. (a) JPMC Each Party acknowledges and Visa consider it mutually beneficial thatagrees that title to, ownership of and use rights in Confidential Information shall remain with the Party who disclosed the Confidential Information, and that the Confidential Information disclosed in connection with this Agreement is confidential and proprietary and constitutes valuable trade secret information of the transactions contemplated by this Agreement, (i) JPMC disclose its disclosing Party. All Confidential Information shall be held in confidence by the receiving Party to Visathe same extent and in at least the same manner as the recipient protects its own Confidential Information. Neither AGE nor BETA shall disclose, and (ii) Visa disclose its publish, release, transfer or otherwise make available Confidential Information to JPMCof, or obtained from, the other in any form to, or for the use or benefit of, any person or entity without the disclosing Party’s consent, when permissible under Law. Each of JPMC AGE and Visa agree BETA shall, however, be permitted to treat the Confidential Information of the other Party as confidential and proprietary to such other Party in accordance with the terms and conditions of the Agreement. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Partyother’s Confidential Information to its officers, directors, agents, professional advisors (including attorneys and consultants), contractors, subcontractors and employees and to the Receiving Party’s officers, directors, agents, professional advisors, contractors, subcontractors and employees of its Affiliates’ officers, consultants, subcontractors, employees, attorneys to the extent such disclosure is not independently restricted under any BETA Private Consents or Governmental Consents and accountants only to the extent that such disclosure is necessary for the performance of its duties and obligations or the Receiving Party’s obligations determination, preservation or exercise of its rights and remedies under the this Agreement; provided that: (i) provided, however, that the Receiving Party recipient shall take all reasonable measures to ensure that the Confidential Information of the Disclosing disclosing Party is not disclosed or duplicated in contravention of the provisions of the this Agreement by such officers, consultantsdirectors, subcontractorsagents, professional advisors, contractors, subcontractors and employees, attorneys and accountants; . The obligations in this Section shall not restrict any disclosure required under Law or by any Governmental Authority (ii) provided that the Receiving receiving Party shall assume full responsibility for (a) notify the acts disclosing Party of any actual or omissions threatened disclosure of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing which it has knowledge, of any Confidential Information legal compulsion of the Disclosing Partydisclosure, all such persons receiving Confidential Information shall (A) if not employees and of the Receiving Party or otherwise legally bound by reason any actual legal obligation of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent with the terms of the Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement disclosure immediately upon becoming so obligated and (Cb) have been informed of the confidential nature of the Confidential Information. (d) The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** (**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure at the disclosing Party’s expense). Without limiting the foregoing, the Parties recognize that AGE may be required and shall be permitted to provide disclosure regarding this Agreement to Regulatory Authorities, including in seeking reasonable protective arrangements. If such protective order connection with AGE filings with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the New York Stock Exchange, Inc. and/or regulatory or oversight bodies in the United States or other remedy is not obtainedcountries (collectively, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required“Securities Authorities”), and the Receiving Party shall exercise its reasonable best efforts Securities Authorities copies of this Agreement; provided, however, that AGE informs BETA as soon as reasonably practicable of any such disclosure (if permitted by Law and if such disclosure is a voluntary disclosure that may be made public) and agrees to obtain reasonable assurance request that confidential treatment shall be accorded each Securities Authority allow AGE to redact all pricing or similar proprietary information from all disclosures to the Confidential Information. JPMC may disclose Visa's Confidential Information Securities Authorities that are intended to be made public and further agrees to request that the relevant Securities Authorities not divulge any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party provided in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breachdisclosure and that such Securities Authorities keep such information confidential.

General Confidentiality Obligations. (a) JPMC Any and Visa consider it mutually beneficial thatall information disclosed or submitted in writing or in other tangible form to one Party by the other Party under this Agreement is the “Confidential Information” of the disclosing Party. In addition, information embodied in connection Adimab Materials is Adimab’s Confidential Information, and information embodied in the Checkpoint Materials is Checkpoint’s Confidential Information. (b) To avoid doubt, sequence information (whether as to amino acid sequence or nucleic acid sequence) with respect to Program Antibodies shall be deemed the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information of Adimab, except that from and after the date of Option exercise, the sequence information as to Visa, and (ii) Visa disclose its the CDRs of Optioned Antibodies shall be Confidential Information of Checkpoint. For clarity, either Party shall be entitled to JPMCdisclose the non-CDRs of the Optioned Antibodies. (c) Each Party shall receive and maintain the other Party’s Confidential Information in strict confidence. Each Neither Party shall disclose any Confidential Information of JPMC and Visa agree the other Party to treat any Third Party. Neither Party shall use the Confidential Information of the other Party for any purpose other than as confidential required to perform its obligations or exercise its rights hereunder. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s officers, directors, employees, Affiliates, agents, representatives and proprietary contractors requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such person shall be bound by terms at least as restrictive as those hereof to maintain Confidential Information in confidence and not to use such information for any purpose other Party than in accordance with the terms and conditions of the this Agreement. For purposes of Each Party agrees to take all steps necessary to ensure that the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information shall be maintained in confidence including such steps as it takes to prevent the Receiving Party’s disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its Affiliates’ officers, consultants, subcontractorsdirectors, employees, attorneys Affiliates, agents, representatives and accountants to contractors involved in the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving Research Program. Each Party shall take all reasonable measures steps necessary to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such its officers, consultants, subcontractorsdirectors, employees, attorneys Affiliates, agents, representatives and accountants; (ii) the Receiving Party contractors shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent comply with the terms and conditions of the this Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) . The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation foregoing obligations of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors non-use shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable lawsurvive, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** five (**5) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remediesfrom, the Disclosing Party shall be entitled to seek specific performance and injunctive termination or other equitable relief as deemed proper or necessary by a court expiration of competent jurisdiction as a remedy for any such breachthis Agreement in accordance with Article 9 (Term).

General Confidentiality Obligations. (a) JPMC and Visa MasterCard consider it mutually beneficial that, in connection with the transactions contemplated by this Agreement, (i) JPMC disclose its certain Confidential Information to VisaMasterCard, and (ii) Visa MasterCard disclose its certain Confidential Information to JPMC. Each of JPMC and Visa MasterCard agree to treat the Confidential Information of the other Party as confidential and proprietary to such other Party in accordance with the terms and conditions of the Agreement. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the this Agreement or as set forth in any license granted by Visa MasterCard to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information to the Receiving Party’s and its Affiliates’ directors, officers, consultants, subcontractors****, employees, attorneys and accountants to the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such directors, officers, consultants, subcontractors****, employees, attorneys and accountants; (ii) the Receiving Party shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent with the terms of the Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or Party, (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing PartyParty or (v) is required to be disclosed by applicable law, rule or regulation or pursuant to a judicial, legislative or administrative process or procedure; provided, however, that in the event that the Receiving Party discloses information pursuant to this subsection 2.2(d)(v), then the Receiving Party shall give sufficient notice to the Disclosing Party to allow the Disclosing Party to file for a protective order. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors **** shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ **** possession. The Receiving Party and its subcontractors **** shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** five (**5) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's MasterCard’s Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to VisaMasterCard, provided that JPMC will use reasonable commercial efforts to provide Notice to MasterCard reasonably promptly after disclosing such Confidential Information to such regulatory authority. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach. (i) If MasterCard or JPMC is required to file this Agreement as an exhibit to any report or other filing with the Securities and Exchange Commission (the “SEC”), such Party shall file with the Secretary of the SEC an application requesting confidential treatment of the Agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at or about the time of such filing, provided that no such filing shall be deemed to violate this Section 2.2. Prior to making such filing, the Party filing this Agreement with the SEC shall: (i) consult with the other Party regarding the specific Agreement provisions for which confidential treatment shall be requested from the SEC; and (ii) incorporate the comments of the other Party with respect thereto to the extent that it determines in good faith that such comments are consistent with the filing Party’s disclosure obligations under the Exchange Act.

General Confidentiality Obligations. Each Party acknowledges and agrees that title to and ownership and use rights of Confidential Information shall remain with the Party that disclosed the Confidential Information, and that the Confidential Information disclosed in connection with this Agreement is confidential and proprietary information of the disclosing Party. All Confidential Information shall be held in confidence by the receiving Party to the same extent and in at least the same manner as the recipient protects its own Confidential Information. Neither Oncor nor Contractor shall disclose, publish, release, transfer or otherwise make available Confidential Information of, or obtained from, the other in any form to, or for the use or benefit of, any person or entity without the disclosing Party’s consent. Each of Oncor and Contractor shall, however, (a) JPMC be permitted to disclose this Agreement and Visa consider it mutually beneficial that, in connection with the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information to Visa, and (ii) Visa disclose its Confidential Information to JPMC. Each of JPMC and Visa agree to treat the Confidential Information of the other Party as confidential and proprietary to such other Party in accordance with the terms hereof to potential acquirors of and conditions of the Agreement. For purposes of the Agreementinvestors in Oncor or Contractor and their respective officers, the Party providing Confidential Information directors, agents and such Party’s Affiliatesprofessional advisors (including attorneys, as applicable, shall be referred to as the “Disclosing Party,” bankers and the Party receiving the Confidential Information consultants) and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly be permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Partyother’s Confidential Information to its officers, directors, agents, professional advisors (including attorneys, bankers and consultants), contractors (including the Receiving Party’s Benchmarker), subcontractors and employees, and to the officers, directors, agents, professional advisors, contractors, subcontractors and employees of its Affiliates’ officers, consultants, subcontractors, employees, attorneys and accountants on a need to know basis to the extent that such disclosure is necessary for the performance of its duties and obligations or the Receiving Party’s obligations determination, preservation or exercise of its rights and remedies under this Agreement or under applicable Law; provided, however, that in each case the Agreement; provided that: (i) the Receiving Party recipient shall take all reasonable measures to ensure that the Confidential Information of the Disclosing disclosing Party is not disclosed or duplicated in contravention of the provisions of the this Agreement by such officers, consultants, subcontractors, employees, attorneys persons and accountants; entities. Contractor shall cause the Contractor Staff to comply with the confidentiality provisions of this Agreement. The provisions of this Section shall not restrict any disclosure required under Law or by any Governmental Authority (ii) provided that the Receiving receiving Party shall assume full responsibility for (a) notify the acts disclosing Party of any actual or omissions threatened disclosure of the parties receiving the Confidential Information from or through the Receiving Party; and which it has knowledge, of any legal compulsion of disclosure and of any actual legal obligation of disclosure immediately upon becoming so obligated and (iiib) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship cooperate with the Receiving disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure at the disclosing Party’s expense). Without limiting the immediately preceding sentence, the Parties recognize that Oncor may be subject required to a written confidentiality agreement provide disclosure regarding this Agreement, including in connection with Oncor’s filings with the Receiving Party consistent Securities and Exchange Commission and/or regulatory or other oversight bodies (collectively, the “Regulatory Authorities”), and may determine that it is required to file with the terms Regulatory Authorities copies of this Agreement. Oncor shall give Contractor an opportunity to comment in advance on the Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed form of the confidential nature of the Confidential Information. (d) The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound made by an obligation of confidentiality Oncor, and Oncor shall use commercially reasonable efforts to attempt to obtain confidential treatment from the Disclosing Party. (e) Upon termination Regulatory Authorities for specific highly-sensitive portions of this Agreement or any applicable Annex(s)if it is so filed, pursuant including portions thereof proposed by Contractor for confidential treatment, but subject to which the Confidential Information was disclosed, or upon the Disclosing PartyOncor’s earlier request, the Receiving Party and its subcontractors shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provisiondisclosure obligations. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** (**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach.

General Confidentiality Obligations. (a) JPMC Any and Visa consider it mutually beneficial thatall information disclosed or submitted in writing or in other tangible form (or if disclosed orally, that is indicated to be confidential at the time of disclosure) to one Party by or on behalf of the other Party under this Agreement or by Tusk under the Original Tusk Agreement or that certain Confidentiality Agreement between Tusk and Adimab dated September 22, 2014 is the “Confidential Information” of the disclosing Party and any such Confidential information of Tusk shall be the Confidential Information of Black Belt. In addition, information embodied in connection Adimab Materials is Adimab’s Confidential Information, and information embodied in the Black Belt Materials is Black Belt's Confidential Information. For clarity. ***. (b) To avoid doubt, sequence information *** with respect to Program Antibodies shall be deemed the Confidential Information of both Black Belt and Adimab with the transactions contemplated by confidentiality and non-use obligations set forth in this AgreementArticle 6 being applicable to both Parties, except that ***. (ic) JPMC disclose its Each Party shall receive and maintain the other Party’s Confidential Information to Visa, and (ii) Visa in strict confidence. Neither Party shall disclose its any Confidential Information of the other Party to JPMCany Third Party. Each of JPMC and Visa agree to treat Neither Party shall use the Confidential Information of the other Party for any purpose other than as confidential required to perform its obligations or exercise its rights hereunder. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s employees and proprietary Third Party contractors (including collaborators, consultants and advisors, and in the case of Black Belt, including DROIA n.v.) requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such person shall be bound by written agreement to maintain Confidential Information in confidence and not to use such information for any purpose other Party than in accordance with the terms and conditions of the this Agreement. For purposes of Each Party agrees to take all steps necessary to ensure that the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information shall be maintained in confidence including such steps as it takes to prevent the Receiving Party’s disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its Affiliates’ officers, consultants, subcontractors, employees, attorneys employees and accountants to contractors involved in the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving Research Program. Each Party shall take all reasonable measures steps necessary to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys its employees and accountants; (ii) the Receiving Party contractors shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent comply with the terms and conditions of the this Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) . The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation foregoing obligations of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors non-use shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable lawsurvive, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of *** (**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remediesfrom, the Disclosing Party shall be entitled to seek specific performance and injunctive termination or other equitable relief as deemed proper or necessary by a court expiration of competent jurisdiction as a remedy for any such breachthis Agreement in accordance with Article 9 (Term).

General Confidentiality Obligations. (a) JPMC Any and Visa consider it mutually beneficial thatall confidential or proprietary information disclosed to one Party by the other Party under this Agreement is the “Confidential Information” of the disclosing Party. In addition, information embodied in connection Adimab Materials is Adimab’s Confidential Information, and information embodied in the iTeos Materials is iTeos’s Confidential Information. (b) To avoid doubt, sequence information (whether as to amino acid sequence or nucleic acid sequence) with respect to Program Antibodies shall be deemed the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information of Adimab, except that from and after the date of Option exercise, the sequence information as to Visa, and (ii) Visa disclose its the CDRs of Optioned Antibodies shall be Confidential Information of iTeos. For clarity, either Party shall be entitled to JPMCdisclose the non-CDR portions (i.e., the framework) of the Optioned Antibodies. (c) Each Party shall receive and maintain the other Party’s Confidential Information in strict confidence. Each Neither Party shall disclose any Confidential Information of JPMC and Visa agree the other Party to treat any Third Party. Neither Party shall use the Confidential Information of the other Party for any purpose other than as confidential required to perform its obligations or exercise its rights hereunder. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s employees and proprietary contractors requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such person shall be bound by written agreement to maintain Confidential Information in confidence and not to use such information for any purpose other Party than in accordance with the terms and conditions of the this Agreement. For purposes of Each Party agrees to take all steps necessary to ensure that the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information shall be maintained in confidence including such steps as it takes to prevent the Receiving Party’s disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its Affiliates’ officers, consultants, subcontractors, employees, attorneys employees and accountants to contractors involved in the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving Research Program. Each Party shall take all reasonable measures steps necessary to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys its employees and accountants; (ii) the Receiving Party contractors shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent comply with the terms and conditions of the this Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) . The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation foregoing obligations of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors non-use shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable lawsurvive, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** ([**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies*] from, the Disclosing Party shall be entitled to seek specific performance and injunctive termination or other equitable relief as deemed proper or necessary by a court expiration of competent jurisdiction as a remedy for any such breachthis Agreement in accordance with Article 9 (Term).

General Confidentiality Obligations. (a) JPMC Any and Visa consider it mutually beneficial all confidential or proprietary information disclosed or provided to one Party by the other Party under this Agreement is the “Confidential Information” of the disclosing Party; provided, however, that, in connection with notwithstanding the transactions contemplated by this Agreementforegoing, (i) JPMC disclose its Confidential Information to Visawhich constitutes Know-How shall be owned by the Party which owns such Know-How as a result of the application of Article 5 (Intellectual Property), (ii) information embodied in Adimab Materials is Adimab’s Confidential Information, and (iiiii) Visa disclose its information embodied in the Scholar Rock Materials and Research Plan and selection strategy for a Target provided by Scholar Rock for discovering Program Antibodies is Scholar Rock’s Confidential Information; provided, however, that, notwithstanding the foregoing, nothing herein shall prevent Adimab from collaborating with a Third Party, and in the course of such collaborations, using materials, research plans, or selection strategies which are similar to those used pursuant hereto so long as Adimab does not use Scholar Rock’s Confidential Information in determining to JPMCuse such materials, research plans, or selection strategies. (b) To avoid doubt, prior to exercise of the Option, sequence information (whether as to amino acid sequence or nucleic acid sequence) with respect to Program Antibodies shall be deemed the Confidential Information of both Parties, except that from and after the date of Option exercise, the sequence information as to the CDRs of Optioned Antibodies shall solely be Confidential Information of Scholar Rock. For clarity, nothing herein shall prohibit Scholar Rock from disclosing sequence information with respect to Program Antibodies with its Third Party service providers or Scholar Rock Collaborators prior to exercise of the Option; provided, however, that, such disclosures are in accordance with the terms of Section 2.4 (Use of Adimab Materials) and Section 6.1(c) (General Confidentiality Obligations). (c) Each Party shall receive and maintain the other Party’s Confidential Information in strict confidence. Neither Party shall disclose any Confidential Information of JPMC and Visa agree the other Party to treat any Third Party, except as otherwise provided in this Article 6. Neither Party shall use the Confidential Information of the other Party for any purpose other than as confidential required to perform its obligations or exercise its rights hereunder. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s employees, directors, consultants and proprietary contractors requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such person shall be bound by written agreement to maintain Confidential Information in confidence and not to use such information for any purpose other Party than in accordance with the terms and conditions of the this Agreement. For purposes of Each Party agrees to take all steps necessary to ensure that the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information shall be maintained in confidence including such steps as it takes to prevent the Receiving Party’s disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its Affiliates’ officers, consultants, subcontractors, employees, attorneys employees and accountants to contractors involved in the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving activities contemplated hereby. Each Party shall take all reasonable measures steps necessary to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys its employees and accountants; (ii) the Receiving Party contractors shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent comply with the terms and conditions of the this Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) . The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation foregoing obligations of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors non-use shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable lawsurvive, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** ([**) *] years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remediesfrom, the Disclosing Party shall be entitled to seek specific performance and injunctive termination or other equitable relief as deemed proper or necessary by a court expiration of competent jurisdiction as a remedy for any such breachthis Agreement in accordance with Article 9 (Term).

General Confidentiality Obligations. (a) All JPMC Confidential Information is, or will be, and shall remain the property of JPMC. Supplier is the owner of all Supplier Confidential Information. JPMC and Visa Supplier consider it mutually beneficial that, that in connection with the transactions contemplated by this Agreement, Services: (i) JPMC disclose its the JPMC Confidential Information to VisaSupplier, and (ii) Visa Supplier disclose its Supplier Confidential Information to JPMC. Each of JPMC and Visa Supplier each agree to treat the Confidential Information of the other Party as confidential and proprietary to such the other Party in accordance with the terms and conditions of the this Agreement. For purposes of the this Agreement, the Party providing Confidential Information Information, and such Party’s 's Affiliates, as applicable, shall be referred to as the “Disclosing "Transmitting Party,” " and the Party receiving the Confidential Information Information, and such Party’s 's Affiliates, as applicable, applicable shall be referred to as the “"Receiving Party".” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa Supplier to JPMCJPMC hereunder, the Receiving Party shall not not: (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing PartyTransmitting Party provided to the Receiving Party by reason of the relationship established by PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. this Agreement, or learned by the Receiving Party by reason of this Agreement, (ii) otherwise use the Confidential Information of the Disclosing Transmitting Party (A) for the Receiving Party’s 's own benefit or the benefit that of any third party, (B) to the Disclosing Transmitting Party’s detriment or 's detriment, (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; Services, or (D) in any manner unnecessary to the performance of the Services, (iii) commercially exploit any Confidential Information of the Disclosing Party or Transmitting Party, (iv) use any copies of any Confidential Information of the Transmitting Party, except as contemplated by this Agreement, (v) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Transmitting Party or (vi) refuse for any reason (including a default or material breach of this Agreement by the Transmitting Party) to promptly provide the Confidential Information of the Transmitting Party, including copies thereof, to the Transmitting Party if requested to do so (excluding copies of such Confidential Information as may be necessary to be retained by reason of legal, accounting or regulatory requirements). (c) The Notwithstanding the provisions of Section 11.1(b) above (General Confidentiality Obligations), the Receiving Party may shall be permitted to disclose relevant aspects of the Disclosing Transmitting Party’s 's Confidential Information to the Receiving Party’s 's and its Affiliates’ ' directors, officers, consultantsagents, subcontractors, employees, attorneys subcontractors and accountants employees to the extent that such disclosure is necessary for the performance of the Receiving Party’s 's obligations under the this Agreement; provided provided, however, that: (i) the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Disclosing Transmitting Party is not disclosed or duplicated in contravention of the provisions of the this Agreement by such directors, officers, consultantsagents, subcontractors, subcontractors and employees, attorneys and accountants; (ii) the Receiving Party shall assume full responsibility for the acts or omissions of the parties listed in Subsection 11.1(c)(i) above (General Confidentiality Obligations) receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Transmitting Party, all such persons receiving Confidential Information shall shall: (A) have requisite clearance; (B) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party(excluding regulators), be subject to a written confidentiality agreement with the Receiving Party that is consistent with this Agreement and that names the terms Transmitting Party as a third party beneficiary thereof, a copy of which agreement shall be provided by the Receiving Party to the Transmitting Party prior to any such non-employee being given access to the Confidential Information of the Agreement, Transmitting Party; (BC) have a need to know such Confidential Information for performance related to the Agreement Services; and (CD) in the case of employees of the Receiving Party, have been informed of the confidential nature of the Confidential InformationInformation and have expressly agreed to act in accordance with the terms and conditions of this Agreement (such agreement to include, with respect to JPMC, affirmation of JPMC's Worldwide Rules of Conduct). PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (d) Notwithstanding anything in this Agreement to the contrary, the Receiving Party shall comply with all privacy and data protection laws, rules and regulations and all privacy policies of the Transmitting Party which are, or which may in the future be, applicable to the terms of this Agreement or the Services. The Transmitting Party must advise, and shall have the continuing obligation to advise, the Receiving Party in writing of all such privacy and data protection laws, rules and regulations, and policies of the Transmitting Party which are, or which may in the future be, applicable to the terms of this Agreement or the Services. Without limiting the generality of the preceding sentence, the Receiving Party agrees that it will not use, nor disclose to any other Party, any nonpublic personal information which it receives from the Transmitting Party in connection with this Agreement, except in accordance with this Agreement. (e) The obligation to treat information as Confidential Information as provided by this Section 2.2 11.1 (General Confidentiality Obligations) shall not apply to information that which: (i) is shall be publicly available through no action of the Receiving Party in violation of the this Agreement, (ii) was shall have been in the Receiving Party’s 's possession prior to disclosure by the Disclosing Transmitting Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to use of any Confidential Information that the Disclosing Transmitting Party has disclosed to the Receiving Party or (iv) was shall be obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Transmitting Party. (ef) Upon termination of this Master Agreement together with the Agreement Collateral Documents, or any applicable Annex(s), Task Order pursuant to which the Confidential Information was disclosed, or upon the Disclosing Transmitting Party’s 's earlier request, the Receiving Party Party, and its subcontractors subcontractors, shall promptly give over to the Disclosing Transmitting Party, all of the Disclosing Transmitting Party’s 's Confidential Information then in the Receiving Party’s 's, or its subcontractors’ ', possession. The Receiving Party Party, and its subcontractors subcontractors, shall retain no part or copy of any of the Disclosing Transmitting Party’s 's Confidential Information and, if requested in writing, the Receiving Party, and its subcontractors, shall certify their respective complete compliance with the foregoing provision. (fg) The Receiving Party acknowledges that its obligations under the this Agreement with regard to to: (i) trade secrets of the Disclosing Transmitting Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, (ii) Personal Information shall remain in effect forever, without expiration and (iiiii) all other Confidential Information of the Disclosing Transmitting Party shall remain in effect for a period of ** five (**5) years after the expiration or earlier termination of the applicable Annex(s) Task Order to which such other Confidential Information pertains. (gh) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Transmitting Party’s 's Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Transmitting Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the this Agreement, becomes legally compelled to disclose any of the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Transmitting Party with prompt written notice so that the Disclosing Transmitting Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangementsarrangements requested by the Transmitting Party. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information thatwhich, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall will be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (hi) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the competitive or other damage that may result to the Disclosing Transmitting Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the this Agreement, money damages might may not be a sufficient remedy for any breach of the this Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Transmitting Party shall may be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach, and the Receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.

General Confidentiality Obligations. (a) JPMC Each Party acknowledges and Visa consider it mutually beneficial thatagrees that title to and ownership and use rights of Confidential Information shall remain with the Party who disclosed the Confidential information, and that the Confidential Information disclosed in connection with this Agreement is confidential and proprietary and constitutes valuable trade secret information of the transactions contemplated by this Agreement, (i) JPMC disclose its disclosing Party. All Confidential Information shall be held in confidence by the receiving Party to Visathe same extent and in at least the same manner as the recipient protects its own Confidential Information. Neither TXU nor Service Provider shall disclose, and (ii) Visa disclose its publish, release, transfer or otherwise make available Confidential Information to JPMCof, or obtained from, the other in any form to, or for the use or benefit of, any person or entity without the disclosing Party's consent. Each of JPMC TXU and Visa agree Service Provider shall, however, be permitted to treat the Confidential Information of the other Party as confidential and proprietary to such other Party in accordance with the terms and conditions of the Agreement. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s other's Confidential Information to its officers, directors, agents, professional advisors (including attorneys and consultants), contractors (including the Receiving Party’s Benchmarker), subcontractors and employees and to the officers, directors, agents, professional advisors, contractors, subcontractors and employees of its Affiliates’ officers, consultantsto the extent such disclosure is not independently restricted under any TXU Third Party Contracts, subcontractors, employees, attorneys Private Consents or Governmental Consents and accountants only to the extent that such disclosure is necessary for the performance of its duties and obligations or the Receiving Party’s obligations determination, preservation or exercise of its rights and remedies under the this Agreement; provided that: (i) provided, however, that the Receiving Party recipient shall take all reasonable measures to ensure that the Confidential Information of the Disclosing disclosing Party is not disclosed or duplicated in contravention of the provisions of the this Agreement by such officers, consultantsdirectors, subcontractorsagents, professional advisors, contractors, subcontractors and employees, attorneys and accountants; . The obligations in this Section shall not restrict any disclosure required under Law or by any Governmental Authority (ii) provided that the Receiving receiving Party shall assume full responsibility for (a) notify the acts disclosing Party of any actual or omissions threatened disclosure of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing which it has knowledge, of any Confidential Information legal compulsion of the Disclosing Partydisclosure, all such persons receiving Confidential Information shall (A) if not employees and of the Receiving Party or otherwise legally bound by reason any actual legal obligation of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent with the terms of the Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement disclosure immediately upon becoming so obligated and (Cb) have been informed of the confidential nature of the Confidential Information. (d) The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** (**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtaineddisclosing Party's reasonable, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best lawful efforts to obtain reasonable assurance that confidential treatment shall be accorded to resist, limit or delay disclosure at the Confidential Information. JPMC may disclose Visadisclosing Party's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visaexpense). (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach.

General Confidentiality Obligations. (a) JPMC Any and Visa consider it mutually beneficial thatall information disclosed or submitted in writing or in other tangible form to one Party by the other Party under this Agreement is the “Confidential Information” of the disclosing Party. In addition, information embodied in connection Adimab Materials is ​ ​ ​ Adimab’s Confidential Information, and information embodied in the Flame Materials is Flame’s Confidential Information. (b) To avoid doubt, sequence information (whether as to amino acid sequence or nucleic acid sequence) with respect to Program Antibodies shall be deemed the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information of Adimab, except that from and after the date of Option exercise, the sequence information as to Visa, and (ii) Visa disclose its the CDRs of Optioned Antibodies shall be Confidential Information of Flame. For clarity, either Party shall be entitled to JPMCdisclose the non-CDRs of the Optioned Antibodies. (c) Each Party shall receive and maintain the other Party’s Confidential Information in strict confidence. Each Neither Party shall disclose any Confidential Information of JPMC and Visa agree the other Party to treat any Third Party. Neither Party shall use the Confidential Information of the other Party for any purpose other than as confidential required to perform its obligations or exercise its rights hereunder. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s officers, directors, employees, Affiliates, agents, representatives and proprietary contractors requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such person shall be bound by terms at least as restrictive as those hereof to maintain Confidential Information in confidence and not to use such information for any purpose other Party than in accordance with the terms and conditions of the this Agreement. For purposes of Each Party agrees to take all steps necessary to ensure that the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.” (b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. (c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information shall be maintained in confidence including such steps as it takes to prevent the Receiving Party’s disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its Affiliates’ officers, consultants, subcontractorsdirectors, employees, attorneys Affiliates, agents, representatives and accountants to contractors involved in the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that: (i) the Receiving Research Program. Each Party shall take all reasonable measures steps necessary to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such its officers, consultants, subcontractorsdirectors, employees, attorneys Affiliates, agents, representatives and accountants; (ii) the Receiving Party contractors shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and (iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent comply with the terms and conditions of the this Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information. (d) . The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation foregoing obligations of confidentiality to the Disclosing Party. (e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors non-use shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision. (f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable lawsurvive, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** ([**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains. (g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa. (h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies*] from, the Disclosing Party shall be entitled to seek specific performance and injunctive termination or other equitable relief as deemed proper or necessary by a court expiration of competent jurisdiction as a remedy for any such breachthis Agreement in accordance with Article 9 (Term).