Common use of Limited Disclosure Clause in Contracts

Limited Disclosure. PTI and King each agree that any disclosure of the other Party’s Confidential Information to any officer, employee, Consultant, agent, or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof.

Limited Disclosure. PTI Enanta and King Xxxxxx each agree agrees (a) that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultantconsultant, agent, director or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain the confidentiality thereof as described in Section 7.1.3, and not to use such (b) disclosure of its Confidential Information except as expressly permitted may be made by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (1) on a need-to-know basis to such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing other Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable legal and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Informationfinancial advisors, or proposes (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such an orderother Party’s rights hereunder, the Receiving (B) debt or equity financing of such other Party must notify the Disclosing Party immediately after learning or (C) Change of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the Control involving such other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreementprovided, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlierany case, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any license such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or protective order.

Limited Disclosure. PTI Targacept and King AstraZeneca each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations as described in Section 7.1.3. In addition, except as otherwise provided in Section 7.5, Targacept and AstraZeneca each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) Change of Control involving such other Party and (c) to any Third Party to enable a Party to exercise its rights and perform its obligations under this Agreement; if, in each case, the Person receiving such Confidential Information or Proprietary Materials of the other Party agrees in writing to maintain the confidentiality thereof and not to use of such Confidential Information except or Proprietary Materials of the other Party with terms at least as expressly permitted restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided that, in the case of any disclosure under this Agreement clause (B), the disclosing Party shall (1) provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and the disclosing Party shall take into consideration in good faith any such comments (or any reasonably requested redactions) in connection with such disclosure and (2) if requested by the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer other Party, cooperate in all reasonable respects with the other Party’s Confidential Information efforts to obtain confidential treatment or a protective order with respect to any Third Parties under any circumstance without such disclosure, at the prior written approval from other Party’s expense. Notwithstanding anything to the contrary in this Section 7.1.2, if a Party is required to disclose the terms of this Agreement, it shall provide the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, with reasonable advance notice and shall cause its Affiliates and Sublicensees to take make such action, to preserve redactions from the confidentiality disclosed copy of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever formor any summary thereof, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the as such other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained reasonably requests in inactive archives solely for the purpose of establishing the contents thereofa timely manner.

Limited Disclosure. PTI ARCHEMIX and King ELAN each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 6.1.3. In addition, ARCHEMIX and ELAN each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) Change of Control involving such other Party, (c) to any Third Party that is or may be engaged by such other Party to perform services in connection CONFIDENTIAL Portions of this Agreement or Exhibit were omitted and have been filed separately with the Collaboration AgreementSecretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. PTI with the Research Program, and King each further agrees not to disclose or transfer (d) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, not to be unreasonably withheld), except as otherwise required by lawconditioned or delayed; provided, that, (A) in the case of subsections (b)(i) and (iii) and (c) above, the other Party and the applicable Third Party first enter into a Confidentiality Agreement with terms no less stringent than those contained in the Confidentiality Agreement between the Parties, and except as otherwise expressly permitted by this (B) in the case of subsections (a) and (b)(ii) above, the other Party uses good faith efforts to enter into a Confidentiality Agreement or with the Collaboration Agreementapplicable Third Party with terms no less stringent than those contained in the Confidentiality Agreement between the Parties. Each Further each Party shall take agrees that the other Party may disclose such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights in accordance with this Agreement; (B) as necessary to Develop and Commercialize Collaboration Aptamers under this Agreement; and (C) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense. ELAN hereby agrees that ARCHEMIX shall have the right to disclose to any Third Parties all ARCHEMIX Confidential Information disclosed or transferred that relates to it by the other Party pursuant to this Agreement, including all copies and extracts IL-23 Program in existence as of documents and all manifestations the Effective Date substantially in whatever the form, within 60 days and containing the same and no additional content, as the information previously disclosed in writing by ARCHEMIX to ELAN on June 12, 2006 (but without any ARC numbers or other sequence identifiers or any oligonucleotide sequences), subject to the execution by such Third Parties of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives confidential disclosure agreement containing terms consistent with those customarily used by ARCHEMIX in such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofagreements.

Limited Disclosure. PTI ARCHEMIX and King MERCK each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 6.1.3. In addition, ARCHEMIX and MERCK each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) Third Party collaborators, subject to written obligations of confidentiality substantially similar to those of ARCHEMIX hereunder, and provided that any Confidential Information so provided will in no event include information identifying any Program Targets, (iii) debt or equity financing of such other Party or (iv) Change of Control involving such other Party, (c) if such other Party is ARCHEMIX, to any Third Party that is or may be engaged by this Agreement or ARCHEMIX to perform services in connection with the Collaboration Agreement. PTI Research Program, and King each further agrees not to disclose or transfer (d) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, not to be unreasonably withheld), except as otherwise required by lawconditioned or delayed. In addition, and except as otherwise expressly permitted by this Agreement or each Party agrees that the Collaboration Agreement. Each other Party shall take may disclose such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofParty’s expense.

Limited Disclosure. PTI ARCHEMIX and King MERCK each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 7.1.3. In addition, ARCHEMIX and MERCK each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) Third Party collaborators, subject to written obligations of confidentiality substantially similar to those of ARCHEMIX hereunder, and provided that any Confidential Information so provided will in no event include information identifying any Program Targets, (iii) debt or equity financing of such other Party or (iv) Change of Control involving such other Party, (c) if such other Party is ARCHEMIX, to any Third Party that is or may be engaged by this Agreement or ARCHEMIX to perform services in connection with the Collaboration Agreement. PTI Research Program, and King each further agrees not to disclose or transfer (d) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, not to be unreasonably withheld), except as otherwise required by lawconditioned or delayed. In addition, each Party Portions of this Exhibit were omitted and except as otherwise expressly permitted by this Agreement or have been filed separately with the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality Secretary of the Disclosing Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofParty’s expense.

Limited Disclosure. PTI and King each agree Each Party agrees that any disclosure of the other Party’s Confidential Information to any officer, employee, Consultantconsultant, agent, agent or Affiliate Affiliated Company of PTI or King, as the case may besuch Party, shall be made only if and to the extent necessary to carry out its rights obligations and responsibilities responsibilities, or to exercise its rights, under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made to persons who are bound by written confidentiality obligations their employment (or other) contract (or, in the case of counsel or other licensed professionals, by applicable rules of professional conduct) to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each Each Party further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties Party under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld, delayed or conditioned if such Confidential Information is appropriately protected by the recipient), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates officers, employees, consultants, agents, Affiliated Companies and Sublicensees sublicensees to take such action, to preserve the confidentiality of the Disclosing other Party’s Confidential Information as the Receiving Party it would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court Each of the Receiving Party’s Affiliated Companies shall be bound by the confidentiality obligations set forth in this Section 5.2 for the entire period *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. set forth in Section 5.2(a), including any entity that becomes an Affiliated Company after the date of the relevant disclosure by the Disclosing Party, whether or other government authority orders that not such Affiliated Company ceases to be an Affiliated Company of the Receiving Party disclose Confidential Information, or proposes such an order, during the Receiving Party must notify the Disclosing Party immediately after learning term of the order, so as to provide the Disclosing Party an opportunity to protect the information, confidentiality obligations hereunder; and the Receiving Party must limit the shall be responsible for any unauthorized disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the such Confidential Information disclosed or transferred by any of its Affiliated Companies to it by the other Party pursuant to this Agreementwhich such Confidential Information is disclosed, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating after such company ceases to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofan Affiliated Company.

Limited Disclosure. PTI and King each agree Each Disclosing Party agrees that any disclosure of the other Party’s its Confidential Information or any transfer of its Proprietary Materials may be made by the Receiving Party to any officer, employee, Consultant, agentdirector or agent of, or Affiliate consultant to, such Receiving Party or to other Third Parties to enable such Receiving Party to exercise its rights (including Lilly’s right to Develop, Manufacture, or Commercialize the Licensed Product under the license granted to it under Section 2.1 of PTI this Agreement) or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written obligations of confidentiality obligations to maintain and non-use at least as strict as those described in Article 9. In addition, each Disclosing Party agrees that the confidentiality thereof and not to use such Receiving Party may disclose Confidential Information except as expressly permitted by this Agreement or of the Collaboration Agreement. PTI and King each further agrees not Disclosing Party (a) on a need-to-know basis to disclose or transfer the other such Receiving Party’s Confidential Information professional, legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted license or sublicense of such Receiving Party’s rights hereunder, (ii) financing of such Receiving Party in a public or private offering, or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Receiving Party and any Third Party, (c) to any Third Parties under Party that is or may be engaged by a Receiving Party to perform services in connection with the Research Plan (or perform services in connection with carrying out Development or Commercialization activities) as necessary to enable such Third Party to perform such services, and (d) for any circumstance without other purpose with the prior Disclosing Party’s written approval from the other Party (such approval consent, which consent shall not to be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations of confidentiality and non-use at least as strict those as described in Article 9, except for any disclosures to any actual or potential bona fide potential financial investor (which financial investor does not include any pharmaceutical company or any venture fund related thereto or any other company owning or controlling any products for use in the Field), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreementwhich may be done pursuant to written obligations of confidentiality for durations of no less than [***] years. Each Disclosing Party shall take further agrees that the Receiving Party may disclose such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or provide such Disclosing Party’s Proprietary Materials (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, or to file or maintain a Regulatory Filing, in accordance with this Agreement or (B) as required by Applicable Laws (including securities laws or regulations and the Receiving Party would customarily take applicable rules of any public stock exchange in the case of any initial public offering or subsequent public offering or in response to preserve rules or guidance of the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court United States Internal Revenue Service or other government authority orders that the Receiving Party disclose Confidential Informationtaxing authority, or proposes such an orderin other legal processes, including by the Receiving Party must notify the Disclosing Party immediately after learning rules or regulations of the order, so as to provide United States Securities and Exchange Commission or similar regulatory agency in a country other than the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request United States or of the any stock exchange or other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofsecurities trading institution.

Limited Disclosure. PTI ARCHEMIX and King TAKEDA each agree agrees that any disclosure of Confidential Information or any transfer of Proprietary Materials belonging to the other Party’s Confidential Information Party may be made by the Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such Party to enable such Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain the confidentiality thereof as described in Section 6.1.3. In addition, ARCHEMIX and not to use such TAKEDA each agrees that it may disclose Confidential Information except belonging to the other Party (a) on a need-to-know basis to such Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted sublicense of such Party’s rights hereunder that are subject to written obligations of confidentiality substantially similar to those required hereunder and provided that any Confidential Information so provided will in no event include information identifying which Program Targets are subject to this Agreement, (ii) debt or equity financing of such other Party or (iii) Change of Control; (c) if such Party is ARCHEMIX, to any Third Party that is or may be engaged by this Agreement or ARCHEMIX to perform services in connection with the Collaboration Agreement. PTI Research Program; and King each further agrees not to disclose or transfer (d) for any other purpose with the other Party’s written consent. In addition, each Party agrees that Confidential Information or Proprietary Materials may be disclosed (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided, that, in the case of any Third Parties disclosure under any circumstance without the prior written approval from the other Party this clause (such approval not to be unreasonably withheldB), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each disclosing Party shall take such action(1) if practicable, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing non-disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure and (2) if requested by the informationnon-disclosing Party, and the Receiving Party must limit the disclosure to the minimum that will comply cooperate in all reasonable respects with the order. Each non-disclosing Party, upon the request of the other Party, will return all the Confidential Information disclosed ’s efforts to obtain confidential treatment or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating protective order with respect to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for disclosure, at the purpose of establishing the contents thereofnon-disclosing Party’s expense.

Limited Disclosure. PTI ImmunoGen and King Biotest each agree agrees that any disclosure of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 7.1.3. In addition, ImmunoGen and Biotest each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not (a) on a need-to-know basis to disclose or transfer the such other Party’s Confidential Information legal and financial advisors, or (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, or (ii) merger or sale or other transfer to any a Third Parties under any circumstance without the prior written approval from the other Party (of all or substantially all of such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement Party’s capital stock or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees assets which relate to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain the Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (2) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any license such disclosure to the extent available at such other Party’s expense, and (3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or protective order.

Limited Disclosure. PTI SUBLICENSOR and King ILDONG each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party on a need-to-know basis to any officer, employee, Consultant, agent, consultant or Affiliate of PTI or Kingsuch other Party or, as the case may be, shall be made only if and to the extent the other Party is ILDONG, to any Third Party subcontractor engaged by ILDONG pursuant to Section 2.2, in each case solely to the extent reasonably necessary to enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations comparable in scope to maintain the confidentiality thereof obligations described in Section 8.1.3. SUBLICENSOR and not to use such ILDONG each further agrees that the other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted sublicense of such Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, (c) to the extent the other Party is ILDONG, to any Third Party that is or may be engaged by ILDONG to perform services in connection with the Commercialization of Products as necessary to enable such Third Party to perform such services, (d) as reasonably necessary to make Regulatory Filings with respect to Products under this Agreement or to respond to any inquiry made by any Regulatory Authority with respect to Products and to prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; (e) as required by Applicable Laws (which shall be determined by the Collaboration Agreement. PTI Disclosing Party in its reasonable discretion); provided, that, in the case of any disclosure under this clause (e), the Disclosing Party shall (i) if practicable, provide the other Party with reasonable advance notice of and King each further agrees not an opportunity to disclose or transfer comment on any such required disclosure and (ii) if requested by the other Party, cooperate in all reasonable respects with the other Party’s Confidential Information efforts to obtain confidential treatment or a protective order with respect to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld)disclosure, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of at the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof’s expense.

Limited Disclosure. PTI and King each agree that any disclosure of the other Party’s Confidential Information to any officer, employee, Consultant, agent, or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration License Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration License Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof.

Limited Disclosure. PTI and King each agree Each Disclosing Party agrees that any disclosure of the other Party’s its Confidential Information or any transfer of its Proprietary Materials may be made by the Receiving Party to any officer, employee, Consultant, agentdirector or agent of, or Affiliate of PTI consultant to, such Receiving Party or King, as the case may be, shall be made only if and to the extent necessary other Third Parties to enable such other Party to exercise its rights (including Affini-T’s right to fully exploit any Commercial License granted to it) or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written obligations of confidentiality obligations to maintain the confidentiality thereof and not to non-use such Confidential Information except at least as expressly permitted by this Agreement or the Collaboration Agreementstrict as those described in Article 9. PTI and King In addition, each further Disclosing Party agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party may disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the Disclosing Party (a) on a need-to-know basis to such Receiving Party’s professional, legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted license or sublicense of such Receiving Party’s rights hereunder, (ii) financing of such Receiving Party in a public or private offering, or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Receiving Party and any Third Party, (c) to any Third Party that is or may be engaged by a Receiving Party to perform services in connection with the Research Plan (or perform services in connection with carrying out Development or Commercialization activities) as necessary to enable such Third Party to perform such services, (d) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, (e) as reasonably necessary for Regulatory Filings or interactions with Regulatory Authorities, in each case relating to the Licensed Products, or (f) as required by Applicable Laws (including securities laws or regulations and the applicable rules of any license public stock exchange in the case of any initial public offering or right subsequent public offering or in response to rules or guidance of the United States Internal Revenue Service or other taxing authority, or in other legal processes, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or other securities trading institution); provided, that, in each case of clauses (a) – (c) any such disclosure or transfer shall only be made to Persons who are bound by written obligations of confidentiality and non-use Technology that survives such termination and one copy consistent with those described in Article 9 (or industry standards in the case of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofa disclosure pursuant to clause (b)(ii)).

Limited Disclosure. PTI ROSETTA and King AMBION each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials maybe made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by the written confidentiality obligations as described in Section 4.13. In addition, ROSETTA and AMBION each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such ether Party’s rights hereunder, (ii) debt or equity financing of such other Xxxxx or (iii) permitted assignment of this Agreement pursuant to Section 12.9 involving such other Party and (c) if the Person receiving such Confidential Information or Proprietary Materials of the other Party agrees in writing to maintain the confidentiality thereof and not to use of such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer Proprietary Materials of the other Party with terms at least as restrictive as those contained in Section 4.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided that; in the case of any Third Parties disclosure under any circumstance without this clause (B) the prior written approval from disclosing Party shall (1) if practicable, provide the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, with reasonable advance notice of and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the informationcomment on any such required disclosure, and the Receiving Party must limit the (2) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the minimum that will comply extent available at such other Party’s expense, and (3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order. Portions of this Exhibit were omitted and have been filed separately with the order. Each Party, upon the request Secretary of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party Commission pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days the Company’s application requesting confidential treatment under Rule 406 of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofSecurities Act.

Limited Disclosure. PTI and King each agree that any disclosure of Each Receiving Party shall have the right to share the other Party’s Confidential Information (including, for clarity, any Confidential Information that is Confidential Information of both Parties), subject to any officersuch sharing with a third party being under a written confidentiality agreement consistent with this Article 6 and customary in the pharmaceutical/biotechnology industry, (i) with any Affiliate, employee, Consultantconsultant, agentcontractor, subcontractor, IRB, CRO, study site, vendor, investigator (and employees and contractors engaged by CROs, vendors, study sites and investigators), agent or other third party in order to enable such Receiving Party to exercise its rights, or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities responsibilities, under this Agreement including to any third party that is engaged by the Receiving Party to perform services as permitted under this Agreement; (ii) on a need-to-know basis to such Receiving Party’s professional, legal and financial advisors, including its investment bankers; (iii) as reasonably necessary (including as part of the Collaboration Agreementconduct of diligence) in connection with the negotiation and/or consummation of an actual or potential (A) license, sublicense or collaboration agreement by such Receiving Party, (B) debt or equity financing transaction involving such Receiving Party, (C) merger, acquisition, collaboration, consolidation, share exchange or other similar transaction involving such Receiving Party or (D) equipment lease or real estate lease transaction; or (iv) as required by applicable laws, rules and regulations; provided that, in the case of any disclosure under this subsection (iv), the Receiving Party shall be limited (A) if practicable, provide the Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure (B) if requested by the maximum extent possible consistent Disclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such rights and responsibilitiesdisclosure, and at the Disclosing Party’s expense. Additionally, without complying with any of the requirements of the foregoing portions of this Section 6(c), each Receiving Party shall only be made have the right to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer share the other Party’s Confidential Information to (including, for clarity, any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain is Confidential Information of both Parties) with regulatory authorities to the other Party relating extent that such disclosure is required to any license comply with applicable governmental regulations or right to use Technology that survives is in connection with the Receiving Party’s filing, submissions and communications with regulatory authorities regarding such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofParty’s Compound or Product.

Limited Disclosure. PTI ImmunoGen and King sanofi-aventis each agree agrees that any disclosure of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, ImmunoGen and sanofi-aventis each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not (a) on a need-to-know basis to disclose or transfer the such other Party’s Confidential Information to legal and financial advisors and (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) purchase by any Third Parties under any circumstance without Party of all of the prior written approval from capital stock or all or substantially all of the assets of such other Party (or any merger or consolidation involving such approval not to be unreasonably withheld)other Party; if, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an orderin each case, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 5.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (A) as reasonably necessary to file, prosecute or maintain patents or patent applications, or to file, prosecute or defend litigation related to patents or patent applications, in accordance with this Agreement; or (B) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any license such disclosure, at the other Party’s expense and (3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or a protective order.

Limited Disclosure. PTI LICENSOR and King TG each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party on a need-to-know basis to any officer, employee, Consultant, agent, consultant or Affiliate of PTI or Kingsuch other Party or, as the case may be, shall be made only if and to the extent the other Party is TG, to any Third Party subcontractor engaged by TG pursuant to Section 2.2, in each case solely to the extent reasonably necessary to enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations comparable in scope to maintain the confidentiality thereof obligations described in Section 8.1.3. LICENSOR and not to use such TG each further agrees that the other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted sublicense of such Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, (c) to the extent the other Party is TG, to any Third Party that is or may be engaged by TG to perform services in connection with the Commercialization of Products as necessary to enable such Third Party to perform such services, (d) as reasonably necessary to make Regulatory Filings with respect to Products under this Agreement or to respond to any inquiry made by any Regulatory Authority with respect to Products and to prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; (e) as required by Applicable Laws (which shall be determined by the Collaboration Agreement. PTI Disclosing Party in its reasonable discretion); provided, that, in the case of any disclosure under this clause (e), the Disclosing Party shall (i) if practicable, provide the other Party with reasonable advance notice of and King each further agrees not an opportunity to disclose or transfer comment on any such required disclosure and (ii) if requested by the other Party, cooperate in all reasonable respects with the other Party’s Confidential Information efforts to obtain confidential treatment or a protective order with respect to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld)disclosure, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of at the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof’s expense.

Limited Disclosure. PTI WARATAH and King ELAN each agree agrees that any disclosure of the other Party’s its Confidential Information or any transfer of Proprietary Materials may be made by a Receiving Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such Receiving Party to enable such Receiving Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, WARATAH and ELAN each agrees that the confidentiality thereof and not to use such Receiving Party may disclose its Confidential Information except as expressly permitted by this Agreement or (a) on a need-to-know basis to the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Receiving Party’s Confidential Information legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such Receiving Party’s rights hereunder, (ii) debt or equity financing of such Receiving Party or (iii) Change of Control involving such Receiving Party, (c) to any Third Parties under Party that is or may be engaged by such Receiving Party to perform services in connection with the Development Program, and (d) for any circumstance without other purpose with the prior Disclosing Party’s written approval from the other Party (such approval consent, not to be unreasonably withheld), except as otherwise required by lawconditioned or delayed; provided, that, (A) in the case of subsections (b)(i) and (iii) and (c) above, the Receiving Party and the applicable Third Party first enter into a Confidentiality Agreement with terms no less stringent than those contained in the Confidentiality Agreement between the Parties, and except as otherwise expressly permitted by this (B) in the case of subsections (a) and (b)(ii) above, the Receiving Party uses good faith efforts to enter into a Confidentiality Agreement or with the Collaboration Agreementapplicable Third Party with terms no less stringent than those contained in the Confidentiality Agreement between the Parties. Each Further each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve agrees that the confidentiality of Receiving Party may disclose the Disclosing Party’s Confidential Information or Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights in accordance with this Agreement; (B) as necessary to Develop and Commercialize the Product under this Agreement; and (C) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (C), the Receiving Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure and (2) if requested by the informationDisclosing Party, and the Receiving Party must limit the disclosure to the minimum that will comply cooperate in all reasonable respects with the order. Each Disclosing Party, upon the request of the other Party, will return all the Confidential Information disclosed ’s efforts to obtain confidential treatment or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating protective order with respect to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for disclosure, at the purpose of establishing the contents thereofDisclosing Party’s expense.

Limited Disclosure. PTI Enanta and King Xxxxxx each agree agrees (a) that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultantconsultant, agent, director or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain the confidentiality thereof as described in Section 7.1.3, and not to use such (b) disclosure of its Confidential Information except as expressly permitted may be made by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (1) on a need-to-know basis to such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing other Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable legal and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Informationfinancial advisors, or proposes (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such an orderother Party’s rights hereunder, the Receiving (B) debt or equity financing of such other Party must notify the Disclosing Party immediately after learning or (C) Change of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the Control involving such other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreementprovided, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlierany case, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 46/136 of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any license such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or protective order.

Limited Disclosure. PTI and King each agree that any disclosure of Each Receiving Party shall be entitled to disclose the other Disclosing Party’s Confidential Information to any officeremployees, employeeconsultants, Consultantsubcontractors and Affiliates of the Receiving Party (and, agent, or Affiliate of PTI or King, as in the case may beof Novartis, shall be made only if its Sublicensees and Permitted Third Party Service Providers) to enable the extent necessary Receiving Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that such rights and responsibilities, and disclosure shall only be made to persons who are bound by written confidentiality obligations to maintain as described in Section 6.1(c) hereof. In addition, the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to Receiving Party may disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as to the Receiving Party would customarily take extent such disclosure (i) is reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain patents or patent applications, or proposes such an orderto file, prosecute or defend litigation related to patents or patent applications in accordance with this Agreement, or (ii) as required by Applicable Laws, provided that in the case of any disclosure under this clause (ii), the Receiving Party must notify shall (A) if practicable, provide the Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (B) if requested by the Disclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the Disclosing Party’s expense, and (C) use good faith efforts to incorporate the comments of the Disclosing Party immediately after learning of the in any such disclosure or request for confidential treatment or a protective order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof.

Limited Disclosure. PTI and King each agree that any disclosure of the other Party’s Confidential Information to any officer, employee, Consultant, agent, or Affiliate of PTI or King, as the case may be, Each Receiving Party shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not entitled to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as to its Affiliates and their respective Representatives to enable the Receiving Party would customarily take to preserve exercise its rights (including ImmunoGen’s rights under Section 10.4) or to carry out its responsibilities under this Agreement, provided that such disclosure shall only be made to Persons who are bound by written obligations at least as stringent as those described in Section 9.1 hereof, and Receiving Party shall be responsible for the confidentiality compliance of its own Affiliates and its and their Representatives with the obligations hereunder. In addition, the Receiving Party may disclose the Disclosing Party’s Confidential InformationInformation to the extent such disclosure (i) is reasonably necessary to file, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders defend litigation related to Patent Rights or (ii) is required by Applicable Law, provided that the Receiving Party disclose Confidential Informationshall (A) if legally permissible, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure, (B) if requested by the informationDisclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the Disclosing Party’s expense, and (C) use [***] to incorporate the Receiving comments of the Disclosing Party must limit in any such disclosure or request for confidential treatment or a protective order. Notwithstanding the disclosure foregoing, each Party may disclose the terms of this Agreement to (w) actual or potential lenders or investors of such Party, (x) actual or potential acquirers of such Party, (y) actual or potential strategic partners that are or may be a licensee of intellectual property of the disclosing Party relating to the minimum that will comply with the order. Each Party, upon the request subject matter of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts (z) its legal, accounting, tax and other advisors (collectively, “Investors”), in each case subject to written obligations of documents confidentiality and all manifestations in whatever formnon-use customary for such type of Investor; provided, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a the disclosing Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may shall be retained in inactive archives solely responsible for the purpose compliance of establishing its Investors with the contents thereofconfidentiality obligations imposed hereunder.

Limited Disclosure. PTI Evotec and King Xxxxx each agree agrees that any disclosure of the other Party’s its Confidential Information may be made by a Receiving Party to any officer, employee, Consultant, agent, employee or Affiliate consultant of PTI such other Party or King, as the case may be, shall be made only if and its Affiliates or any Third Party subcontractor engaged by a Party to the extent necessary enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure shall only be made to persons Persons who are bound by written obligations of confidentiality obligations to maintain the confidentiality thereof consistent with those in this Article 7. In addition, Evotec and not to use such Xxxxx each agrees that a Receiving Party may disclose a Disclosing Party’s Confidential Information except (a) on a need-to-know basis to the Receiving Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted sublicense of such Receiving Party’s rights hereunder, (ii) debt or equity financing of such Receiving Party or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Receiving Party and any Third Party, (c) to any Third Party that is engaged by this Agreement the Receiving Party to perform services in connection with the Research or Development of Products or the Collaboration Agreement. PTI Commercialization of Products as necessary to enable such Third Party to perform such services, and King each further agrees not to disclose or transfer (d) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, which consent shall not to be unreasonably withheld). Furthermore, except as otherwise required by law, Evotec and except as otherwise expressly permitted by Xxxxx each agrees that a copy of this Agreement or agreement is provided to Sanofi within ten (10) days from the Collaboration AgreementEffective Date. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of further agrees that a Receiving Party may disclose the Disclosing Party’s Confidential Information or provide the Disclosing Party’s Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary or useful to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; (B) as reasonably necessary or useful to obtain government regulatory approval to Develop, Manufacture, transport, or Commercialize a Product; or (C) as required by Applicable Laws; provided that in the case of any disclosure under (C), the Receiving Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure and (2) if requested by the informationDisclosing Party, and cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the Receiving Party’s expense. The Receiving Party is liable for any breach of this Article 7 by any Person to whom it has disclosed the Disclosing Party’s Confidential Information to as if that Person were the Receiving Party must limit the disclosure in relation to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofdisclosed.

Limited Disclosure. PTI Intec Pharma and King Biogen each agree agrees that any disclosure or transfer of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party or King, as the case may be, shall be made only if and Third Party subcontractor engaged by such other Party to the extent necessary enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3 (Employees and Consultants). In addition, Intec Pharma and Biogen each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) to such other Party’s sublicensees as expressly permitted under this Agreement; (b) on a need-to-know basis to such other Party’s legal and financial advisors; (c) as reasonably necessary in connection with an actual or potential permitted sublicense of such other Party’s rights hereunder; (d) to any Third Party that is or may be engaged by a Party to perform services in connection with the Research Plan or the Commercialization or Manufacture of Collaboration Products in accordance with the terms of this Agreement or the Collaboration Agreement. PTI as necessary to enable such Third Party to perform such services under customary obligations of confidentiality; and King each further agrees not to disclose or transfer (e) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from consent. In addition, each Party agrees that the other Party (may disclose such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information (i) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (ii) as required by Applicable Laws, provided that, in the case of any disclosure under this clause (ii), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of, and an opportunity to protect the informationcomment on, any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense. Each Party may disclose to potential acquirers and investors or to underwriters, placement agents or advisers in any such transaction, in each case, pursuant to obligations of confidentiality no less stringent than those set forth in this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlierArticle 5, the termination or expiration financial terms of this Agreement; provided however. With respect to any disclosure of this Agreement by Intec Pharma under this Section 5.1.2, that a Party may retain Confidential Information Intec Pharma shall redact the definitions of the other Party relating Product and the Field prior to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofdisclosure, unless required otherwise under Applicable Laws. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Limited Disclosure. PTI and King each agree that any disclosure of Each Receiving Party shall be entitled to disclose the other Disclosing Party’s Confidential Information to any officeremployees, employee, Consultant, agent, consultants and Affiliates of the Receiving Party to enable the Receiving Party to exercise its rights or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that such rights and responsibilities, and disclosure shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreementdescribed in Section 6.1(c). PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld)In addition, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as may be disclosed by the Receiving Party would customarily take (i) on a need-to-know basis to preserve the Receiving Party’s legal and financial advisors and (ii) as reasonably necessary in connection with any actual or potential (A) permitted sublicense of the Receiving Party’s rights hereunder, (B) debt or equity financing of the Receiving Party or (C) purchase by any Third Party of all the outstanding capital stock or all or substantially all of the assets of the Receiving Party or any merger or consolidation involving the Receiving Party; provided that in each case the Person receiving the Disclosing Party’s Confidential Information agrees in writing to maintain the confidentiality of its own such Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent careInformation with terms at least as protective as those contained in Section 6.1(a). If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an orderIn addition, the Receiving Party must notify may disclose the Disclosing Party immediately after learning Party’s Confidential Information to the extent such disclosure (1) is reasonably Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the orderSecurities Exchange Act of 1934, so as amended. necessary to file, prosecute or maintain patents or patent applications, or to file, prosecute or defend litigation related to patents or patent applications, in accordance with this Agreement, or (2) as required by Applicable Laws, provided that in the case of any disclosure under this clause (2), the Receiving Party shall (x) if practicable, provide the Disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure, (y) if requested by the informationDisclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the Disclosing Party’s expense, and (z) use good faith efforts to incorporate the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request comments of the other Party, will return all the Confidential Information disclosed Disclosing Party in any such disclosure or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination for confidential treatment or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofprotective order.

Limited Disclosure. PTI ARIAD and King MERCK each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party or King, as the case may be, shall be made only if and Third Party subcontractor engaged by ARIAD prior to the extent necessary Restated Effective Date or engaged by MERCK before or after the Restated Effective Date to enable ARIAD or MERCK to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, ARIAD and MERCK each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) to its licensees as expressly permitted pursuant to Section 3.9.3 hereof, (b) on a need-to-know basis to such other Party’s legal and financial advisors, (c) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, (d) to any Third Party that is or may be engaged by this Agreement MERCK to perform services in connection with the Development Program or the Collaboration Agreement. PTI Commercialization of Products as necessary to enable such Third Party to perform such services, and King each further agrees not to disclose or transfer (e) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, not to be unreasonably withheld). In addition, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or each Party agrees that the Collaboration Agreement. Each other Party shall take may disclose such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or provide Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofParty’s expense.

Limited Disclosure. PTI SYNTA and King GSK each agree agrees that any disclosure of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party or King, as the case may be, shall be made only if and Third Party subcontractor engaged by a Party pursuant to the extent necessary Section 8.2.1 to enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons such employees, consultants, Affiliates or Third Party subcontractors who are bound by written obligations of confidentiality as described in Section 7.1.3. In addition, SYNTA and GSK each agrees that the other Party may disclose its Confidential Information, pursuant to written obligations of confidentiality as described in Section 7.1.3, (a) to maintain the confidentiality thereof and not to use such Confidential Information except its licensees as expressly permitted pursuant to Section 8.2 hereof, (b) on a need-to-know basis to such other Party’s legal and financial advisors, (c) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party and (d) to any Third Party that is or may be engaged by this Agreement a Party to perform services in connection with the Development Program, the SYNTA Co-Commercialization Activities, the GSK Co-Commercialization Activities or the Collaboration Commercialization of Products as necessary to enable such Third Party to perform such services. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement. PTI ; or (B) as required by Applicable Laws (which shall be determined by the disclosing Party in its reasonable discretion); provided, that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and King each further agrees not an opportunity to disclose or transfer comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s Confidential Information efforts to obtain Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. confidential treatment or a protective order with respect to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld)disclosure, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of at the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof’s expense.

Limited Disclosure. PTI Beryllium and King ArQule each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officerAffiliate, employee, Consultantconsultant, agentcontractor, subcontractor, agents or Affiliate of PTI other Third Parties to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. are bound by written obligations no less restrictive than those described in Section 7.1.3. In addition, Beryllium and ArQule each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s professional, legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted license or sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party, (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party or (iv) equipment lease or real estate lease, (c) to any Third Party that is or may be engaged by a Party to perform services in connection with the Research Program, any Development Plan and/or the Commercialization of Products as necessary to enable such Third Party to perform such services, and (d) for any other purpose with the other Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written confidentiality obligations to maintain no less restrictive than those described in Section 7.1.3. Each Party further agrees that the confidentiality thereof and not to use other Party may disclose such Party’s Confidential Information except or provide such Party’s Proprietary Materials (A) as expressly permitted reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, provided, that in the case of any disclosure under this clause (A), the Disclosing Party shall provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure or (B) as required by Applicable Laws; provided, that in the case of any disclosure under this Agreement or clause (B), the Collaboration Agreement. PTI Disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and King each further agrees not an opportunity to disclose or transfer comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s Confidential Information efforts to obtain confidential treatment or a protective order with respect to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld)disclosure, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of at the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof’s expense.

Limited Disclosure. PTI ARQULE and King DS each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to (a) any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party who requires such Confidential Information or King, as the case may be, shall be made only if and Proprietary Materials for a Party to the extent necessary exercise its rights or carry out its responsibilities under this Agreement or (b) Third Party subcontractors engaged by a Party to enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, ARQULE and DS each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential permitted by this Agreement sublicense of such other Party’s rights hereunder, (c) to investment bankers, analysts, investors and potential investors, lenders and potential lenders and other sources and other potential sources of financing, or the Collaboration Agreement. PTI any acquirer or merger partner and King each further agrees not to disclose potential acquirer or transfer merger partner, as applicable, as reasonably necessary in connection with an actual or potential (i) debt, equity or other financing of such other Party or (ii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, and (d) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, not to be unreasonably withheld). In addition, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or each Party agrees that the Collaboration Agreement. Each other Party shall take may disclose such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or provide such Party’s Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws as determined by the disclosing Party in its reasonable discretion; provided, that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party’s expense. Notwithstanding the foregoing, (x) DS may disclose Mechanism of Inhibition Information only to individuals who are employees of DS and its Affiliates, and Sublicensees who are directly engaged in the Development of a Collaboration Compound and who require such Mechanism of Inhibition Information in order to perform the Development activities assigned to them (each, a “Permitted Employee”), and not to consultants, Third Party relating subcontractors and (y) DS may not include any Mechanism of Inhibition Information in any hardcopy or electronic database or other archive to which any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofperson who is not a Permitted Employee has access.

Limited Disclosure. PTI ARIAD and King MERCK each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party or King, as Third Party subcontractor engaged by a Party under an agreement approved by the case may be, shall be made only if and JDC pursuant to the extent necessary Section 6.2.1 to enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, ARIAD and MERCK each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) to its licensees as expressly permitted pursuant to Section 3.10.3 hereof, (b) on a need-to-know basis to such other Party’s legal and financial advisors, (c) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party, (d) to any Third Party that is or may be engaged by this Agreement a Responsible Party to perform services in connection with the Research Program or the Collaboration Agreement. PTI Commercialization of Products as necessary to enable such Third Party to perform such services, and King each further agrees not to disclose or transfer (e) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, not to be unreasonably withheld). In addition, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or each Party agrees that the Collaboration Agreement. Each other Party shall take may disclose such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or provide Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofParty’s expense.

Limited Disclosure. PTI ARQULE and King DS each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by the written confidentiality obligations to maintain described in Section 6.1.3. In addition, ARQULE and DS each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) to any Third Party as expressly reasonably necessary in connection with an actual or potential permitted sublicense of such other Party’s rights hereunder or in connection with an actual or potential collaboration between such party and a Third Party or any debt or equity financing of such other Party, subject in each case, to the execution of written obligations of confidentiality substantially similar to those of such Party hereunder, and provided that any Confidential Information so provided by this Agreement ARQULE in connection with a collaboration will in no event include information identifying any DS Targets unless such disclosure is subject to a mechanism similar to the Gatekeeper mechanism contained in Section 3.5.2, (c) if such other Party is ARQULE, to any Third Party that is or may be engaged by ARQULE to perform services in connection with the Collaboration Agreement. PTI Research Program, and King each further agrees not to disclose or transfer (d) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from consent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party (may disclose such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofParty’s expense.

Limited Disclosure. PTI Enanta and King Xxxxxx each agree agrees (a) that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultantconsultant, agent, director or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain the confidentiality thereof as described in Section 7.1.3, and not to use such (b) disclosure of its Confidential Information except as expressly permitted may be made by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (1) on a need-to-know basis to such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing other Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable legal and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Informationfinancial advisors, or proposes (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such an orderother Party’s rights hereunder, the Receiving (B) debt or equity financing of such other Party must notify the Disclosing Party immediately after learning or (C) Change of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the Control involving such other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreementprovided, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlierany case, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any license such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or protective order.

Limited Disclosure. PTI ILI and King Oral DNA each agree agrees that any disclosure of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 4.1.3. In addition, ILI and Oral DNA each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not (a) on a need-to-know basis to disclose or transfer the such other Party’s Confidential Information to legal and financial advisors; (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) purchase by any Third Parties under any circumstance without Party of all of the prior written approval from capital stock or all or substantially all of the assets of such other Party (or any merger or consolidation involving such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreementif, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earliereach case, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 4.1.1; (c) as reasonably necessary to file, prosecute or maintain patents or patent applications, or to file, prosecute or defend litigation related to patents or patent applications, in accordance with this Agreement; or (d) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (d), the Disclosing Party shall (i) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (ii) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any license such disclosure, at the other Party’s expense and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or a protective order.

Limited Disclosure. PTI and King each agree that any disclosure of Each Receiving Party shall be entitled to disclose the other Disclosing Party’s Confidential Information to any officeremployees, employee, Consultant, agent, consultants and Affiliates of the Receiving Party to enable the Receiving Party to exercise its rights or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that such rights and responsibilities, and disclosure shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreementdescribed in Section 6.1(c). PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld)In addition, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as may be disclosed by the Receiving Party would customarily take (i) on a need-to-know basis to preserve the Receiving Party’s legal and financial advisors and (ii) as reasonably necessary in connection with any actual or potential (A) permitted sublicense of the Receiving Party’s rights hereunder, (B) debt or equity financing of the Receiving Party or (C) purchase by any Third Party of all the outstanding capital stock or all or substantially all of the assets of the Receiving Party or any merger or consolidation involving the Receiving Party; provided that in each case the Person receiving the Disclosing Party’s Confidential Information agrees in writing to maintain the confidentiality of its own such Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent careInformation with terms at least as protective as those contained in Section 6.1(a). If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an orderIn addition, the Receiving Party must notify may disclose the Disclosing Party immediately after learning Party’s Confidential Information to the extent such disclosure (1) is reasonably Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the orderSecurities Exchange Act of 1934, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofamended.

Limited Disclosure. PTI Galderma and King Clementia each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officerAffiliate, licensee, sublicensee, employee, Consultantconsultant, agentcontractor, subcontractor, agents or Affiliate of PTI other Third Parties to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons employees who shall be obligated to abide by obligations of confidentiality substantially similar to those contained herein and to other Persons who are bound by written confidentiality obligations to maintain as described in Section 7.1.3. In addition, Galderma and Clementia each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s professional, legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted license or sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party, (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party or (iv) equipment lease or real estate lease, (c) to any Third Party that is or may be chosen by this Agreement a Party to perform services in connection with the Development Plan or the Collaboration Agreement. PTI Commercialization Plan as necessary to enable such Third Party to perform such services, and King each further agrees not to disclose or transfer (d) for any other purpose with the other Party’s Confidential Information written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided , that, any such disclosure or transfer shall only be made to any Third Parties under any circumstance without the prior Persons who are bound by written approval from obligations as described in Section 7.1.3. Each Party further agrees that the other Party (may disclose such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or provide such Party’s Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (B) as required by Applicable Laws; provided, that in the Receiving Party must notify case of any disclosure under this clause (B), the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofParty’s expense.

Limited Disclosure. PTI Enanta and King Xxxxxx each agree agrees (a) that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to any officer, employee, Consultantconsultant, agent, director or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain the confidentiality thereof as described in Section 7.1.3, and not to use such (b) disclosure of its Confidential Information except as expressly permitted may be made by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (1) on a need-to-know basis to such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing other Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable legal and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Informationfinancial advisors, or proposes (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such an orderother Party’s rights hereunder, the Receiving (B) debt or equity financing of such other Party must notify the Disclosing Party immediately after learning or (C) Change of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the Control involving such other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreementprovided, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlierany case, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any license such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereof.confidential treatment or protective order. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. B4915206.2

Limited Disclosure. PTI Intec Pharma and King “[***]” each agree agrees that any disclosure or transfer of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party or King, as the case may be, shall be made only if and Third Party subcontractor engaged by such other Party to the extent necessary enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3 (Employees and Consultants). In addition, Intec Pharma and “[***]” each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) to such other Party’s sublicensees as expressly permitted under this Agreement; (b) on a need-to-know basis to such other Party’s legal and financial advisors; (c) as reasonably necessary in connection with an actual or potential permitted sublicense of such other Party’s rights hereunder; (d) to any Third Party that is or may be engaged by a Party to perform services in connection with the Research Plan or the Commercialization or Manufacture of Collaboration Products in accordance with the terms of this Agreement or the Collaboration Agreement. PTI as necessary to enable such Third Party to perform such services under customary obligations of confidentiality; and King each further agrees not to disclose or transfer (e) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from consent. In addition, each Party agrees that the other Party (may disclose such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information (i) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (ii) as required by Applicable Laws, provided that, in the case of any disclosure under this clause (ii), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of, and an opportunity to protect the informationcomment on, any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense. Each Party may disclose to potential acquirers and investors or to underwriters, placement agents or advisers in any such transaction, in each case, pursuant to obligations of confidentiality no less stringent than those set forth in this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlierArticle 5, the termination or expiration financial terms of this Agreement; provided however. With respect to any disclosure of this Agreement by Intec Pharma under this Section 5.1.2, that a Party may retain Confidential Information Intec Pharma shall redact the definitions of the other Party relating Product and the Field prior to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofdisclosure, unless required otherwise under Applicable Laws. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Limited Disclosure. PTI ImmunoGen and King sanofi-aventis each agree agrees that any disclosure of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, ImmunoGen and sanofi-aventis each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not (a) on a need-to-know basis to disclose or transfer the such other Party’s Confidential Information to legal and financial advisors and (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) purchase by any Third Parties under any circumstance without Party of all of the prior written approval from capital stock or all or substantially all of the assets of such other Party (or any merger or consolidation involving such approval not to be unreasonably withheld)other Party; if, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an orderin each case, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 5.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (A) as reasonably necessary to file, prosecute or maintain patents or patent applications, or to file, prosecute or defend litigation related to patents or patent applications, in accordance with this Agreement; or (B) as required by Applicable Laws, provided that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any license such disclosure, at the other Party’s expense and (3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or a protective order.

Limited Disclosure. PTI and King each agree that any disclosure of Each Receiving Party shall be entitled to disclose the other Disclosing Party’s Confidential Information to any officeremployees, employeeconsultants, Consultantsubcontractors and Portions of this Exhibit, agent, or Affiliate indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of PTI or Kingthe Securities Exchange Act of 1934, as amended. Affiliates of the Receiving Party (and, in the case may beof Novartis, shall be made only if its Sublicensees and Permitted Third Party Service Providers) to enable the extent necessary Receiving Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that such rights and responsibilities, and disclosure shall only be made to persons who are bound by written confidentiality obligations to maintain as described in Section 6.1(c) hereof. In addition, the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to Receiving Party may disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as to the Receiving Party would customarily take extent such disclosure (i) is reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain patents or patent applications, or proposes such an orderto file, prosecute or defend litigation related to patents or patent applications in accordance with this Agreement, or (ii) as required by Applicable Laws, provided that in the case of any disclosure under this clause (ii), the Receiving Party must notify the Disclosing Party immediately after learning of the ordershall (A) if practicable, so as to provide the Disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure, (B) if requested by the informationDisclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the Disclosing Party’s expense, and (C) use good faith efforts to incorporate the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request comments of the other Party, will return all the Confidential Information disclosed Disclosing Party in any such disclosure or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination for confidential treatment or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofprotective order.

Limited Disclosure. PTI MDACC and King Enumeral each agree agrees that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any Affiliate, employee, consultant, contractor, subcontractor, agents or other Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that any such disclosure or transfer will be made only to Persons who are bound by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Enumeral each agrees that the other Party may disclose its Confidential Information: (a) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (b) as reasonably necessary in connection with an actual or potential (i) permitted license or sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party, or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (c) to any Third Party that is or may be engaged by a Party to perform services in connection with the Research Project or the Development Program or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (d) for any other purpose with the other Party’s Confidential Information to written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any officer, employee, Consultant, agent, such disclosure or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall transfer in (a) – (d) will only be made to persons Persons who are bound by written confidentiality obligations to maintain no less restrictive than those described in Section 7.1.3. Each Party further agrees that the confidentiality thereof and not to use other Party may disclose such Party’s Confidential Information except or provide such Party’s Proprietary Materials: (A) as expressly permitted reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, provided, that in the case of any disclosure under this clause (A), to the extent reasonably possible, the disclosing party will provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (B) as required by Applicable Laws; provided, that in the case of any disclosure under this Agreement or clause (B), the Collaboration Agreement. PTI disclosing party will (1) if practicable, provide the other Party with reasonable advance notice of and King each further agrees not an opportunity to disclose or transfer comment on any such required disclosure, and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s Confidential Information efforts to obtain confidential treatment or a protective order with respect to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld)disclosure, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of at the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereof’s expense.

Limited Disclosure. PTI ImmunoGen and King sanofi-aventis each agree agrees that any disclosure of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party to enable such other Party to exercise its rights or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 4.1.3. In addition, ImmunoGen and sanofi-aventis each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not (a) on a need-to-know basis to disclose or transfer the such other Party’s Confidential Information to legal and financial advisors and (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) purchase by any Third Parties under any circumstance without Party of all of the prior written approval from capital stock or all or substantially all of the assets of such other Party (or any merger or consolidation involving such approval not to be unreasonably withheld)other Party; if, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an orderin each case, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 4.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (A) as reasonably necessary to file, prosecute or maintain patents or patent applications, or to file, prosecute or defend litigation related to patents or patent applications, in accordance with this Agreement; or (B) as required by Applicable Laws, provided that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any license such disclosure, at the other Party’s expense and (3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or a protective order.

Limited Disclosure. PTI ImmunoGen and King Biotest each agree agrees that any disclosure of its Confidential Information may be made by the other Party’s Confidential Information Party to any officer, employee, Consultant, agent, consultant or Affiliate of PTI or Kingsuch other Party (and, as in the case may beof Biotest, shall be made only if and to the extent necessary any Permitted Third Party Service Provider) to enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with ; provided that any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations as described in Section 7.1.3. The foregoing sentence shall also apply to maintain person-in-plant visits by employees of a Permitted Third Party Service Provider at ImmunoGen. In addition, ImmunoGen and Biotest each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not (a) on a need-to-know basis to disclose or transfer the such other Party’s Confidential Information legal and financial advisors, or (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, or (ii) merger or sale or other transfer to any a Third Parties under any circumstance without the prior written approval from the other Party (of all or substantially all of such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement Party’s capital stock or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees assets which relate to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the Receiving Party must notify the Disclosing Party immediately after learning of the order, so as to provide the Disclosing Party an opportunity to protect the information, and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain the Person receiving such Confidential Information of the other Party relating agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (2) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any license such disclosure to the extent available at such other Party’s expense, and (3) use good faith efforts to incorporate the comments of such other Party in any such disclosure or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely request for the purpose of establishing the contents thereofconfidential treatment or protective order.

Limited Disclosure. PTI and King each agree that any disclosure of Each Receiving Party shall be entitled to disclose the other Disclosing Party’s Confidential Information to any officeremployees, employeeconsultants, Consultant, agent, subcontractors and Affiliates of the Receiving Party to enable the Receiving Party to exercise its rights or Affiliate of PTI or King, as the case may be, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement, shall be limited to the maximum extent possible consistent with provided that such rights and responsibilities, and disclosure shall only be made to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. persons who are bound by written confidentiality obligations to maintain as described in Section 6.1(c) hereof. In addition, the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the Collaboration Agreement. PTI and King each further agrees not to Receiving Party may disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the Collaboration Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information as to the Receiving Party would customarily take extent such disclosure (i) is reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain patents or patent applications, or proposes such an orderto file, prosecute or defend litigation related to patents or patent applications [***] and in accordance with this Agreement, or (ii) as required by Applicable Laws, provided that in the case of any disclosure under this clause (ii), the Receiving Party must notify the Disclosing Party immediately after learning of the ordershall (A) if practicable, so as to provide the Disclosing Party with reasonable advance notice of and an opportunity to protect comment on any such required disclosure, (B) if requested by the informationDisclosing Party, cooperate in all reasonable respects with the Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the Disclosing Party’s expense, and (C) use good faith efforts to incorporate the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request comments of the other Party, will return all the Confidential Information disclosed Disclosing Party in any such disclosure or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination for confidential treatment or expiration of this Agreement; provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofprotective order.

Limited Disclosure. PTI ARQULE and King DS each agree agrees that any disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party’s Confidential Information Party to (a) any officer, employee, Consultant, agent, consultant or Affiliate of PTI such other Party who requires such Confidential Information or King, as Proprietary Materials for a Party to exercise its rights or carry out its responsibilities under this Agreement or (b) Third Party subcontractor engaged by a Party under an agreement approved by the case may be, shall be made only if and JDC pursuant to the extent necessary Section 6.2.1 to enable such other Party to exercise its rights or to carry out its rights and responsibilities under this Agreement and the Collaboration Agreement; provided, shall be limited to the maximum extent possible consistent with that, any such rights and responsibilities, and disclosure or transfer shall only be made to persons Persons who are bound by written confidentiality obligations to maintain as described in Section 5.1.3. In addition, ARQULE and DS each agrees that the confidentiality thereof and not to use such other Party may disclose its Confidential Information except (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as expressly reasonably necessary in connection with an actual or potential (i) permitted by this Agreement sublicense of such other Party’s rights hereunder, (ii) debt or the Collaboration Agreement. PTI equity financing of such other Party or (iii) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and King each further agrees not to disclose or transfer any Third Party, and (c) for any other purpose with the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party (such approval consent, not to be unreasonably withheld). In addition, except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or each Party agrees that the Collaboration Agreement. Each other Party shall take may disclose such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s Confidential Information or provide such Party’s Proprietary Materials (A) as the Receiving Party would customarily take reasonably necessary to preserve the confidentiality of its own Confidential Informationfile, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court prosecute or other government authority orders that the Receiving Party disclose Confidential Informationmaintain Patent Rights, or proposes such an orderto file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws as determined by the disclosing Party in its reasonable discretion; provided, that, in the case of any disclosure under this clause (B), the Receiving disclosing Party must notify the Disclosing Party immediately after learning of the ordershall (1) if practicable, so as to provide the Disclosing other Party with reasonable advance notice of and an opportunity to protect the information, comment on any such required disclosure and the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of (2) if requested by the other Party, will return cooperate in all the Confidential Information disclosed or transferred to it by reasonable respects with the other Party pursuant Party’s efforts to this Agreementobtain confidential treatment or a protective order with respect to any such disclosure, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a Party may retain Confidential Information of at the other Party’s expense. Notwithstanding the foregoing, (x) DS may disclose Mechanism of Inhibition Information only to individuals who are employees of DS and its Affiliates, who are directly engaged in the Development of a Collaboration Compound and who require such Mechanism of Inhibition Information in order to perform the Development activities assigned to them (each, a “Permitted Employee”), and not to consultants, Third Party relating subcontractors and (y) DS may not include any Mechanism of Inhibition Information in any hardcopy or electronic database or other archive to which any license or right to use Technology that survives such termination and one copy of all other Confidential Information may be retained in inactive archives solely for the purpose of establishing the contents thereofperson who is not a Permitted Employee has access.