Common use of Non-Disclosure Obligations Clause in Contracts

Non-Disclosure Obligations. 12.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereof.

Non-Disclosure Obligations. 12.1 During Except as otherwise provided in this Article VI, during the term Term and for a period of this Agreement[...***...] thereafter, the parties may disclose certain Confidential Information to each other Party and their respective Affiliates will maintain in the performance of their rights confidence, and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information only for any purpose other than purposes as specifically expressly authorized and contemplated by this Agreement, all Confidential Information. “Confidential Information” means all confidential or proprietary Know-How (including the terms of this Agreement and shall information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP (not transfer being an Ablynx Improvement) or Joint Collaboration IP (“Product Information”) will be considered the Confidential Information of both Ablynx and Sanofi, (b) either Party may disclose any Confidential Information to any personits employees agents, except for legal counsel, consultants, advisors, clinical investigators, sublicensees and (sub)contractors, provided that such Party uses at least the purposes same standard of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate care as it uses to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the use of such Confidential Information against unauthorized disclosure or usesubstantially similar to those contained herein (which may take the form of a professional privilege), includingto ensure that its and its Affiliates’ employees, without limitationagents, ensuring that each of its personnel consultants, clinical investigators and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure sublicensees or (sub)contractors only make use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (ic) becomes generally available Sanofi will have the right to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to use and disclose Confidential Information as set out constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including the disclosure and use restrictions in this Section and indemnification as set out in Section 12.2 hereof6.1, will preclude either Party from purchasing equity or debt securities of the other Party.

Non-Disclosure Obligations. 12.1 15.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization authorisation of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized authorised by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extentAgreement. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized unauthorised disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users employees with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized unauthorised disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized unauthorised use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 15.2 The obligations set out in Section 12.1 15.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 15.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- non-disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 15.2 hereof.

Non-Disclosure Obligations. 12.1 During the term of this Agreement, the parties may disclose certain Receiving Party acknowledges that Confidential Information will be disclosed to each other it by Disclosing Party and that such Confidential Information, and any information related thereto disclosed before, during, or after the Business Purposes, is confidential, proprietary, substantial and valuable to Disclosing Party, and that the unlawful use or disclosure of such Confidential Information will cause irreparable damage and financial loss to Disclosing Party. Receiving Party promises and agrees to receive and use reasonable efforts to hold Confidential Information in the performance of their rights and obligations under this Agreementconfidence. Without limiting the prior written authorization generality of the disclosing partyforegoing, Receiving Party further promises and agrees: (a) to protect and safeguard the receiving party shall not use or copy any Confidential Information against unauthorized use, publication or disclosure; (b) not to use any of the Confidential Information except for the Business Purposes; (c) not to, directly or indirectly, in any purpose other than way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized in writing by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights Disclosing Party in accordance with this Agreement or the Business Purposes; (d) not to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to unfairly compete or obtain an unfair advantage vis-a-vis Disclosing Party in any commercial activity which may be comparable to the receiving party’s attention, and shall take all action that commercial activity contemplated by the disclosing party reasonably requests parties in connection with the Business Purposes; (e) to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or restrict access to any the Confidential Information of to those who clearly need such access to carry out the other party. 12.2 The obligations set out in Section 12.1 shall not apply Business Purposes after an agreement is signed signifying their assent to comply with the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination provisions of this Agreement, ; (f) to advise each party shall continue to abide by the terms of the non- disclosure obligations with respect persons to whom it provides access to any of the Confidential Information as set out that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of Disclosing Party, any of the Confidential Information, and upon request of Disclosing Party, to provide Disclosing Party with a copy of written agreement to that effect signed by such persons; and (g) to comply with any other reasonable security measures requested in writing by Disclosing Party. [*] = Certain confidential information contained in this Section document, marked by brackets, is filed with the Securities and indemnification Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as set out in Section 12.2 hereofamended.

Non-Disclosure Obligations. 12.1 During Except as otherwise provided in this Article 9 during the term Term and for a period of this Agreement[***] years thereafter, the parties may disclose certain Confidential Information to each other Party and their respective Affiliates shall maintain in the performance of their rights confidence, and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information only for any purpose other than purposes as specifically expressly authorized and contemplated by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply Party. “Confidential Information” means all confidential or proprietary information (including information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is other Party or has been disclosed to the receiving party, directly or indirectly, by any person that is their respective Affiliates under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, including such information that is marked or otherwise identified as “Confidential;” provided, that notwithstanding anything to the contrary, (a) Confidential Information constituting MTI Know-How or MTI Regulatory Documentation shall be Confidential Information of MTI (and MTI shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Know-How or Licensee Regulatory Documentation, and each party Potential Co-Exploited Product Data Package, shall continue to abide by be Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and MTI the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the non- disclosure obligations receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants and clinical investigators only make use of the other Party’s Confidential Information for purposes as set out in expressly authorized and contemplated by this Section Agreement and indemnification as set out in Section 12.2 hereofdo not disclose or make any unauthorized use of such Confidential Information.

Non-Disclosure Obligations. 12.1 6.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization authorisation of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized authorised by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extentAgreement. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized unauthorised disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users employees with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized unauthorised disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized unauthorised use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 6.2 The obligations set out in Section 12.1 6.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 6.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- non-disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 6.2 hereof.

Non-Disclosure Obligations. 12.1 During Except as otherwise provided in this Article 10 during the term Term and for a period of this Agreement[***] years thereafter, the parties may disclose certain Confidential Information to each other Party and their respective Affiliates shall maintain in the performance of their rights confidence, and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information only for any purpose other than purposes as specifically expressly authorized and contemplated by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply Party. “Confidential Information” means all confidential or proprietary information (including information relating to such Party’s development, marketing and other business practices and finances), data, documents or other materials supplied by the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is other Party or has been disclosed to the receiving party, directly or indirectly, by any person that is their respective Affiliates under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party including such information that is marked or otherwise identified as “Confidential;” provided, that notwithstanding anything to the contrary, (a) Confidential Information constituting Mersana Product Know-How, Mersana Platform Know-How, Mersana Other Know-How or Mersana Regulatory Documentation shall continue to abide by be Confidential Information of Mersana (and Mersana shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Product Know-How, Licensee Other Know-How, or Licensee Regulatory Documentation shall be Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and Mersana the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the non- disclosure obligations receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants and clinical investigators only make use of the other Party’s Confidential Information for purposes as set out in expressly authorized and contemplated by this Section Agreement and indemnification as set out in Section 12.2 hereofdo not disclose or make any unauthorized use of such Confidential Information.

Non-Disclosure Obligations. 12.1 During Employee shall not, without first obtaining the term express written consent of the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (“Board”), or being compelled to do so by a court of competent jurisdiction or a government entity under compulsion of law, disclose the existence or terms of this Agreement, nor the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization substance of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by negotiations leading to this Agreement, to any other Person; save and shall not transfer or disclose except to Employee’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the extent permitted by applicable law, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information (as defined in the Employment Agreement) and (b) agreed to preserve and protect the confidential nature of the Confidential Information. Employee also agrees to continue to abide by the Company’s confidentiality policies and any person, except for agreement regarding confidentiality that Employee has with the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, Company including, without limitation, ensuring that each Employee’s continuing obligations under the Employment Agreement and the Company’s Code of its personnel Business Conduct and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this SectionEthics. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and Employee shall take all action that reasonable measures to protect the disclosing party reasonably requests to prevent any further secrecy of and avoid disclosure and unauthorized use or disclosure of itthe Confidential Information. Each party Employee expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information that Employee’s breach of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out contained in this Section 8 will likely cause irreparable and indemnification as set out substantial harm to the Company and, therefore, such obligations may be enforced by injunctive relief or monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 12.2 hereof8, Employee agrees to contact the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s).

Non-Disclosure Obligations. 12.1 During the term of this Agreement, the parties may 3.1. Recipient shall not disclose certain to any third party Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreementreceived hereunder, and shall not transfer use Confidential Information received hereunder except for internal evaluation with respect to the Limited Purpose identified above. Nothing in this Agreement shall restrict the disclosure or use of Confidential Information that: 3.1.1. Recipient can show, by written records, was in its possession prior to receipt thereof from Discloser; 3.1.2. is or becomes part of the public domain through no improper act (or failure to act) of Recipient; 3.1.3. is disclosed to Recipient without obligation of confidentiality by a third party who did not obtain the Confidential Information directly or indirectly from Discloser; or 3.1.4. Recipient can show, by written records, was independently developed by Recipient without recourse or reference to Discloser’s Confidential Information provided hereunder. 3.2. If Recipient is requested or required (by law, regulation, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of Discloser, Recipient will provide Discloser with prompt written notice thereof so that Recipient may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Recipient is, in the opinion of its counsel, as the case may be, compelled to disclose Confidential Information under penalty of liability for contempt or other censure or penalty it may disclose only that portion of such information as is legally required without liability hereunder; provided that Recipient agrees to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information and it notifies Discloser of its intention to do so prior to such disclosure. 3.3. Any Confidential Information disclosed hereunder shall not be deemed within the foregoing exceptions merely because such Confidential Information is embraced by more general Confidential Information in the public domain or in Recipient’s possession, nor shall any personcombination of items of Confidential Information be deemed within the exceptions unless the combination itself and its principle of operation are within the exceptions. In claiming exemption for any disclosures under these exceptions, except for Recipient shall bear the purposes burden of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extentproof. 3.4. The receiving party Recipient shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or usereceived hereunder to the same extent it would protect its own confidential and proprietary information, including, without limitation, ensuring that each but in no event shall Recipient use less than commercially reasonable protection measures. Recipient shall have the right to disclose Confidential Information only to those of its personnel employees who have a need to know for the Limited Purpose identified above and any Authorized Users with access who have been bound, in writing, to maintain Confidential Information is aware in confidence both during and after the term of and complies their employment with the non-disclosure obligations set out in this SectionRecipient. 3.5. The receiving party Recipient shall promptly notify the disclosing party of any unauthorized disclosure not decompile, disassemble or use of otherwise reverse engineer any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent or any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retainportion thereof, or appropriate for its own usedetermine or attempt to determine any source code, any rightalgorithms, title methods or interest techniques embodied in or to any Confidential Information of the other partyor any portion thereof. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereof.

Non-Disclosure Obligations. 12.1 13.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 13.2 The obligations set out in Section 12.1 13.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 13.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 13.2 hereof.

Non-Disclosure Obligations. 12.1 During the term Term, Recipient shall keep the Confidential Information confidential, not disseminate it or in any way disclose it to any third party, and not use it for anything other than the Purpose. Notwithstanding the foregoing, Recipient may disclose Confidential Information to its employees, to the extent that such employees have a need to know such information in connection with the Purpose, but only after each such person shall have been informed of the confidential and proprietary nature of the Confidential Information and shall have agreed in writing to comply with the terms of this Agreement, . Recipient shall cause each such employee to so comply with the parties may disclose certain Confidential Information to each other in the performance terms of their rights this Agreement and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party Recipient shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except be responsible for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any the Confidential Information that comes or other actions or inactions regarding the Confidential Information taken or omitted to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests be taken by its employees in violation of this Agreement as if such employees were parties to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at . Recipient agrees Discloser shall have no time shall it acquire responsibility or retain, liability to Recipient or appropriate for its own use, any right, title of Recipient’s employees or interest in other persons or to any parties acting under or through Recipient resulting from the selection or use of the Confidential Information of by Recipient or such other persons or parties acting under or through Recipient. RECIPIENT AND RECIPIENT EMPLOYEES RELEASE DISCLOSER AND ITS REPRESENTATIVES FROM ANY LIABILITY WHATSOEVER WITH RESPECT TO THE SELECTION, USE OF OR RELIANCE UPON THE CONFIDENTIAL INFORMATION BY RECIPIENT OR ITS EMPLOYEES. To the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, extent that any Confidential Information (i) becomes generally available may include materials subject to the public through no fault of the receiving party; (ii) is attorney client privilege, work-product doctrine, or has been disclosed to the receiving party, directly any other applicable privilege concerning pending or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation threatened legal proceedings or governmental order. 12.3 Notwithstanding investigation, the termination parties hereto recognize and agree that they have a commonality of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations interest with respect to such matters, and it is the desire, intention and mutual understanding of both parties that the disclosure of such Confidential Information as set out is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work-product doctrine, or any other applicable privilege shall remain entitled to such protection under these privileges, this Section Agreement and indemnification as set out in Section 12.2 hereofunder the joint defense doctrine.

Non-Disclosure Obligations. 12.1 During (a) For a period of **** from the term date of receipt of each item of Confidential Information disclosed by one Party (the “Disclosing Party”) under this Agreement, the parties may disclose Patent Indemnification Termination Agreement or the Y6 MCEIA, the other Party (the “Receiving Party”) shall safeguard such item of Confidential Information, shall keep it in confidence, and **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. shall use reasonable efforts, consistent with those used in the protection of its own confidential information, to prevent its disclosure of such Confidential Information to each other in third parties. (b) Notwithstanding the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing partyforegoing Section 14.2(a), the receiving party Receiving Party shall not use or copy any Confidential Information for any purpose other than as specifically authorized be obligated by this Agreement, and shall not transfer or disclose any Confidential Information Section 14.2 with respect to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees information that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information : (i) becomes generally available is already known to the public through no fault Receiving Party at the time of its receipt from the receiving partyDisclosing Party as reasonably evidenced by its written records; (ii) is or has been becomes publicly available without breach of this Agreement by the Receiving Party; (iii) is made available to a third party by the Disclosing Party without restriction on disclosure; (iv) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement; (v) is independently developed by the Receiving Party as reasonably evidenced by its written records contemporaneous with such development; (vi) is disclosed to with the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate prior written consent of the disclosing partyDisclosing Party, provided, that each recipient from the Receiving Party shall execute a confidentiality agreement prohibiting further disclosure of the Confidential Information, under terms no less restrictive that those provided in this Agreement; or (iiivii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms order of a Governmental Authority, provided, that the Receiving Party shall give the Disclosing Party prompt notice of such request so that the Disclosing Party has an opportunity to defend, limit or protect such disclosure; or (viii) is required to be disclosed by applicable securities or other Laws, provided, that WD shall, prior to any such disclosure required by the U.S. Securities and Exchange Commission, provide TMC with notice which includes a copy of the non- proposed disclosure obligations and consider in good faith TMC’s timely input with respect to such disclosure. (c) The Receiving Party shall use its reasonable best efforts to limit dissemination of the Disclosing Party’s Confidential Information to such of its employees who have a need to know such information for the purpose for which such information was disclosed. The Receiving Party understands that disclosure or dissemination of the Disclosing Party’s Confidential Information not expressly authorized hereunder would cause irreparable injury to the Receiving Party, for which monetary damages would not be an adequate remedy and would entitle the Disclosing Party to equitable relief in addition to any remedies the Disclosing Party may have hereunder or at law. (d) For purposes of the confidentiality obligations in the Existing Agreements and the New Agreements, information shall not be considered to have been made available to a third party by the Disclosing Party without restriction on disclosure if such information was only made available to such third party as set out a result of an inadvertent or unintentional disclosure of such information by the Disclosing Party. In the event that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party is inadvertent or unintended and the Disclosing Party, upon becoming aware of such inadvertent or unintended disclosure, promptly notifies the Receiving Party in writing that such disclosure was inadvertent or unintended, the Receiving Party shall promptly (and in any event in less than **** destroy all such Confidential Information. In addition, if the Receiving Party reasonably believes that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party was inadvertent or unintended, the Receiving Party shall promptly notify the Disclosing Party of such belief and, if requested by the Disclosing Party, promptly (and in any event in less than **** destroy all such Confidential **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Information. If requested by the Disclosing Party, the Receiving Party shall certify in writing that all such Confidential Information has been destroyed. (e) Nothing in this Section and indemnification Agreement shall be construed as set out in Section 12.2 hereofgranting or conferring any rights, licenses or relationships by the transmission of the Confidential Information.

Non-Disclosure Obligations. 12.1 During (a) For a period of [***] from the term date of this receipt of each item of Confidential Information disclosed by one Party (the “Disclosing Party”) under any New Agreement, the parties may disclose certain other Party (the “Receiving Party”) shall safeguard such item of Confidential Information, shall keep it in confidence, and shall use reasonable efforts, consistent with those used in the protection of its own confidential information, to prevent its disclosure of such Confidential Information to each other in third parties. (b) Notwithstanding the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing partyforegoing Section 13.2(a), the receiving party Receiving Party shall not use or copy any Confidential Information for any purpose other than as specifically authorized be obligated by this Agreement, and shall not transfer or disclose any Confidential Information Section 13.2 with respect to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees information that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information : (i) becomes generally available is already known to the public through no fault Receiving Party at the time of its receipt from the receiving partyDisclosing Party as reasonably evidenced by its written records; (ii) is or has been becomes publicly available without breach of this Agreement by the Receiving Party; (iii) is made available to a third party by the Disclosing Party without restriction on disclosure; (iv) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement; (v) is independently developed by the Receiving Party as reasonably evidenced by its written records contemporaneous with such development; (vi) is disclosed to with the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate prior written consent of the disclosing partyDisclosing Party, provided, that each recipient from the Receiving Party shall execute a confidentiality agreement prohibiting further disclosure of the Confidential Information, under terms no less restrictive that those provided in this Agreement; or (iiivii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms order of a Governmental Authority, provided, that the Receiving Party shall give the Disclosing Party prompt notice of such request so that the Disclosing Party has an opportunity to defend, limit or protect such disclosure; or (viii) is required to be disclosed by applicable securities or other Laws, provided, that SanDisk shall, prior to any such disclosure required by the U.S. Securities and Exchange Commission, provide Toshiba with notice which includes a copy of the non- proposed disclosure obligations and consider in good faith Toshiba’s timely input with respect to such disclosure. (c) The Receiving Party shall use its reasonable best efforts to limit dissemination of the Disclosing Party’s Confidential Information to such of its employees who have a need to know such information for the purpose for which such information was disclosed. The Receiving Party understands that disclosure or dissemination of the Disclosing Party’s Confidential Information not expressly authorized hereunder would cause irreparable injury to the Receiving Party, for which monetary damages would not be an adequate remedy and would entitle the Disclosing Party to equitable relief in addition to any remedies the Disclosing Party may have hereunder or at law. (d) For purposes of the confidentiality obligations in the Existing Agreements and the New Agreements, information shall not be considered to have been made available to a third party by the Disclosing Party without restriction on disclosure if such information was only made available to such third party as set out a result of an inadvertent or unintentional disclosure of such information by the Disclosing Party. In the event that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party is inadvertent or unintended and the Disclosing Party, upon becoming aware of such inadvertent or unintended disclosure, promptly notifies the Receiving Party in writing that such disclosure was inadvertent or unintended, the Receiving Party shall promptly (and in any event in less than [***]) destroy all such Confidential Information. In addition, if the Receiving Party reasonably believes that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party was inadvertent or unintended, the Receiving Party shall promptly notify the Disclosing Party of such belief and, if requested by the Disclosing Party, promptly (and in any event in less than [***]) destroy all such Confidential Information. If requested by the Disclosing Party, the Receiving Party shall certify in writing that all such Confidential Information has been destroyed. (e) Nothing in this Section and indemnification Agreement shall be construed as set out in Section 12.2 hereofgranting or conferring any rights, licenses or relationships by the transmission of the Confidential Information.

Non-Disclosure Obligations. 12.1 (1) During the term of this AgreementConfidentiality Period, the parties may Receiving Party shall keep in confidence and not disclose certain or disseminate to any third party the Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party other Party and shall not use or copy any such Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate Purpose. (2) In order to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party.Party as required in Paragraph (1) above, the Receiving Party shall, during the Confidentiality Period, undertake the following: 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available not to disclose such Confidential Information to any person other than its officers and employees whose duties justify a need-to-know and who have executed a written instrument in which such officers and employees have agreed not to disclose and to hold confidential all confidential information, inclusive of those of third parties, which may be disclosed to them or to which they may have access during the public through no fault course of the receiving party; their duties; (ii) to use the same degree of care, but not less than a reasonable degree of care, to avoid disclosure, publication or dissemination of such Confidential Information as the Receiving Party would use with respect to its own confidential information, (by way of example, employing a secured transmission method even if transmission of such Confidential Information is permitted hereunder, and at any time not commingling with any other company’s information) and to ensure that all tangible materials relating to or has been disclosed containing such Confidential Information be maintained in specific area or storages which are secluded from any access of third parties or its officers or employees whose duties do not justify a need-to-know and plainly marked to indicate the receiving party, directly confidential nature thereof to prevent unauthorized use or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or reproduction thereof; (iii) not to make a reproduction (including, but not limited to, copy or reproduction by taking photographs) of such Confidential Information which is required clearly marked “Do Not Copy” or other marking of similar nature at the time of disclosure, or if orally or visually disclosed, or otherwise difficult to so xxxx due to the nature of such Confidential Information, instructed by the Disclosing Party not to copy or reproduce at the time of disclosure and confirmed by a written resume with “Do Not Copy” marking or other marking of similar nature to be disclosed under any applicable lawissued to the Receiving Party within thirty (30) days after the date of such disclosure, rulewithout the Disclosing Party’s prior written consent; (iv) at the Disclosing Party’s request, regulation or governmental order. 12.3 Notwithstanding to provide the termination of this AgreementDisclosing Party with a written report as to how such Confidential Information is kept, each party shall continue to abide stored and/or used by the terms Receiving Party; (v) at the Disclosing Party’s request and in accordance with the Disclosing Party’s instruction, either (a) to return promptly to the Disclosing Party any and all portions of the non- disclosure obligations with respect to such Confidential Information as set out in this Section together with all copies and indemnification as set out in Section 12.2 hereofreproductions thereof, if any or, (b) to destroy or erase any and all portions of such Confidential Information together with all copies and reproductions thereof, if any, and provide the Disclosing Party with a written certificate of such destruction or erasure; and (vi) to notify the Disclosing Party immediately of any suspected, potential, or actual divulgation, loss or theft of materials embodying such Confidential Information, or breach of any confidentiality obligation hereunder.

Non-Disclosure Obligations. 12.1 During Except as otherwise provided in this Article 10, during the term of this AgreementAgreement and for a period of ten (10) years thereafter, the parties may disclose certain Confidential Information to each other both Parties shall maintain in the performance of their rights confidence and obligations use only for purposes specifically authorized under this AgreementAgreement Information and data received from the other Party or created, discovered or conceived by the other Party in connection with the Collaboration hereunder (“Confidential Information”). Without To the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps extent it is reasonably necessary or appropriate to protect Confidential Information against unauthorized disclosure fulfill its obligations or use, including, without limitation, ensuring that each of exercise its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in rights under this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any a Party may disclose Confidential Information of the other party. 12.2 Party that it is otherwise obligated under this Section not to disclose to its Affiliates, licensees, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such entities or persons agree in writing to keep such Confidential Information confidential under appropriate confidentiality agreements. The obligations set out in Section 12.1 term Confidential Information shall not apply to the extent, include any information that any Confidential Information (i) is or becomes generally available to published or otherwise part of the public through no fault domain other than by acts of the receiving partyParty obligated not to disclose such information or its licensees or sublicensees in contravention of this Agreement; (ii) is or has been disclosed to the receiving partyParty or its licensees or sublicensees by a Third Party, provided that such information was not obtained by such Third Party directly or indirectlyindirectly from the other Party in confidence; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its licensees or sublicensees, provided that such information was not obtained directly or indirectly from the other Party in confidence; or (iv) can be shown by written documents to have been independently developed by the receiving Party or its licensees or sublicensees without breach of any person that is under no obligation of non-disclosure to the disclosing party or an affiliate provisions of this Agreement. In the event the Confidential Information of the disclosing party; or (iii) Party is required to be disclosed under any applicable by the recipient pursuant to a legal, judicial, or administrative procedure, as required by law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue recipient may make the disclosure provided that the Party being required to abide by disclose such Confidential Information gives the terms Party owning the Confidential Information notice of the non- proposed disclosure obligations with respect sufficient time to Confidential Information seek relief and that such disclosure, if made, is made so as set out in this Section to minimize the disclosure at such time and indemnification as set out in Section 12.2 hereofto maximize the protection of the information from further disclosure.

Non-Disclosure Obligations. 12.1 15.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization authorisation of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized authorised by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized unauthorised disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users employees with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized unauthorised disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized unauthorised use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 15.2 The obligations set out in Section 12.1 15.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 15.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- non-disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 15.2 hereof.

Non-Disclosure Obligations. 12.1 During (a) The recipient of such Confidential Information (the "Recipient") undertakes to treat any and all of such Confidential Information as the other party may disclose (the "Discloser") to the Recipient during the term of this Agreement, the parties may disclose certain Agreement and for a period of ten (10) years thereafter as strictly confidential and shall not divulge it to any Third Party for any purpose whatsoever and shall not make use of such Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information part thereof for any purpose other than carrying out the terms of this Agreement without the Discloser's prior written consent. Any data or information generated by or as specifically authorized by a result of the Collaboration or any other activity conducted pursuant to this AgreementAgreement or any data or information with respect to the Compounds, and the Products or the Inventions shall not transfer or be disclosed to any Third Party nor be used for any purpose other than carrying out the terms of this Agreement without the other party's written consent. Notwithstanding the foregoing, either party may disclose any Confidential Information to any personconsultants, except for preclinical and clinical development organizations and investigators and contract manufacturers to the purposes extent reasonably necessary to develop and manufacture the Compounds and Products derived from this Collaboration provided such consultants, development organizations and investigators and contract manufacturers have entered into a written confidentiality agreement containing provisions at least as restrictive as those set forth in Section 8 of performing its obligations and exercising its rights in accordance with this Agreement prior to such disclosure. (b) In the event that the Recipient visits any of the establishments of the Discloser, the Recipient undertakes that any further Confidential Information which may come to the necessary extent. The receiving party Recipient's knowledge, as a result of any such visit, shall take steps necessary or appropriate be deemed to protect be Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes be subject to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure provisions of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information Paragraph (ia) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereof8.2.

Non-Disclosure Obligations. 12.1 15.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization authorisation of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized authorised by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized unauthorised disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users employees with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized unauthorised disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized unauthorised use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 15.2 The obligations set out in Section 12.1 15.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 15.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 15.2 hereof.

Non-Disclosure Obligations. 12.1 During (a) For a period of **** from the term date of this receipt of each item of Confidential Information disclosed by one Party (the “Disclosing Party”) under any New Agreement, the parties may disclose certain other Party (the “Receiving Party”) shall safeguard such item of Confidential Information, shall keep it in confidence, and shall use reasonable efforts, consistent with those used in the protection of its own confidential information, to prevent its disclosure of such Confidential Information to each other in third parties. (b) Notwithstanding the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing partyforegoing Section 13.2(a), the receiving party Receiving Party shall not use or copy any Confidential Information for any purpose other than as specifically authorized be obligated by this Agreement, and shall not transfer or disclose any Confidential Information Section 13.2 with respect to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees information that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information : (i) becomes generally available is already known to the public through no fault Receiving Party at the time of its receipt from the receiving partyDisclosing Party as reasonably evidenced by its written records; (ii) is or becomes publicly available without breach of this Agreement by the Receiving Party; (iii) is made available to a third party by the Disclosing Party without **** Indicates that certain information contained herein has been disclosed omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the receiving party, directly or indirectly, omitted portions. restriction on disclosure; (iv) is rightfully received by any person that the Receiving Party from a third party without restriction and without breach of this Agreement; (v) is under no obligation of non-disclosure to independently developed by the disclosing party or an affiliate Receiving Party as reasonably evidenced by its written records contemporaneous with such development; (vi) is disclosed with the prior written consent of the disclosing partyDisclosing Party, provided, that each recipient from the Receiving Party shall execute a confidentiality agreement prohibiting further disclosure of the Confidential Information, under terms no less restrictive that those provided in this Agreement; or (iiivii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms order of a Governmental Authority, provided, that the Receiving Party shall give the Disclosing Party prompt notice of such request so that the Disclosing Party has an opportunity to defend, limit or protect such disclosure; or (viii) is required to be disclosed by applicable securities or other Laws, provided, that SanDisk shall, prior to any such disclosure required by the U.S. Securities and Exchange Commission, provide Toshiba with notice which includes a copy of the non- proposed disclosure obligations and consider in good faith Toshiba’s timely input with respect to such disclosure. (c) The Receiving Party shall use its reasonable best efforts to limit dissemination of the Disclosing Party’s Confidential Information to such of its employees who have a need to know such information for the purpose for which such information was disclosed. The Receiving Party understands that disclosure or dissemination of the Disclosing Party’s Confidential Information not expressly authorized hereunder would cause irreparable injury to the Receiving Party, for which monetary damages would not be an adequate remedy and would entitle the Disclosing Party to equitable relief in addition to any remedies the Disclosing Party may have hereunder or at law. (d) For purposes of the confidentiality obligations in the Existing Agreements and the New Agreements, information shall not be considered to have been made available to a third party by the Disclosing Party without restriction on disclosure if such information was only made available to such third party as set out a result of an inadvertent or unintentional disclosure of such information by the Disclosing Party. In the event that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party is inadvertent or unintended and the Disclosing Party, upon becoming aware of such inadvertent or unintended disclosure, promptly notifies the Receiving Party in writing that such disclosure was inadvertent or unintended, the Receiving Party shall promptly (and in any event in less than ****) destroy all such Confidential Information. In addition, if the Receiving Party reasonably believes that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party was inadvertent or unintended, the Receiving Party shall promptly notify the Disclosing Party of such belief and, if requested by the Disclosing Party, promptly (and in any event in less than ****) destroy all such Confidential Information. If requested by the Disclosing Party, the Receiving Party shall certify in writing that all such Confidential Information has been destroyed. (e) Nothing in this Section and indemnification Agreement shall be construed as set out in Section 12.2 hereofgranting or conferring any rights, licenses or relationships by the transmission of the Confidential Information.

Non-Disclosure Obligations. 12.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- non-disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereof.

Non-Disclosure Obligations. 12.1 During Except as otherwise provided in this Article 10, during the term of this AgreementAgreement and for a period of ten (10) years thereafter, the parties may disclose certain Confidential Information to each other both Parties shall maintain in the performance of their rights confidence and obligations use only for purposes specifically authorized under this AgreementAgreement Information and data received from the other Party or created, discovered or conceived by the other Party in connection with the Collaboration hereunder (“Confidential Information”). Without To the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps extent it is reasonably necessary or appropriate to protect Confidential Information against unauthorized disclosure fulfill its obligations or use, including, without limitation, ensuring that each of exercise its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in rights under this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any a Party may disclose Confidential Information of the other party. 12.2 Party that it is otherwise obligated under this Section not to disclose to its Affiliates, licensors, licensees, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such entities or persons agree in writing to keep such Confidential Information confidential under appropriate confidentiality agreements. The obligations set out in Section 12.1 term Confidential Information shall not apply to the extent, include any information that any Confidential Information (i) is or becomes generally available to published or otherwise part of the public through no fault domain other than by acts of the receiving partyParty obligated not to disclose such information or its licensees or sublicensees in contravention of this Agreement; (ii) is or has been disclosed to the receiving partyParty or its licensees or sublicensees by a Third Party, provided that such information was not obtained by such Third Party directly or indirectlyindirectly from the other Party in confidence; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its licensees or sublicensees, provided that such information was not obtained directly or indirectly from the other Party in confidence; or (iv) can be shown by written documents to have been independently developed by the receiving Party or its licensees or sublicensees without breach of any person that is under no obligation of non-disclosure to the disclosing party or an affiliate provisions of this Agreement. In the event the Confidential Information of the disclosing party; or (iii) Party is required to be disclosed under any applicable by the recipient pursuant to a legal, judicial, or administrative procedure, as required by law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue recipient may make the disclosure provided that the Party being required to abide by disclose such Confidential Information gives the terms Party owning the Confidential Information notice of the non- proposed disclosure obligations with respect sufficient time to Confidential Information seek relief and that such disclosure, if made, is made so as set out in this Section to minimize the disclosure at such time and indemnification as set out in Section 12.2 hereofto maximize the protection of the information from further disclosure.

Non-Disclosure Obligations. 12.1 During (a) For a period of **** from the term date of this receipt of each item of Confidential Information disclosed by one Party (the “Disclosing Party”) under any New Agreement, the parties may disclose certain other Party (the “Receiving Party”) shall safeguard such item of Confidential Information, shall keep it in confidence, and shall use reasonable efforts, consistent with those used in the protection of its own confidential information, to prevent its disclosure of such Confidential Information to each other in third parties. (b) Notwithstanding the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing partyforegoing Section 13.2(a), the receiving party Receiving Party shall not use or copy any Confidential Information for any purpose other than as specifically authorized be obligated by this Agreement, and shall not transfer or disclose any Confidential Information Section 13.2 with respect to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees information that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information : (i) becomes generally available is already known to the public through no fault Receiving Party at the time of its receipt from the receiving partyDisclosing Party as reasonably evidenced by its written records; (ii) is or has been disclosed to becomes publicly available without breach of this Agreement by the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing partyReceiving Party; or (iii) is required made available to a third party by the Disclosing Party without (c) The Receiving Party shall use its reasonable best efforts to limit dissemination of the Disclosing Party’s Confidential Information to such of its employees who have a need to know such information for the purpose for which such information was disclosed. The Receiving Party understands that disclosure or dissemination of the Disclosing Party’s Confidential Information not expressly authorized hereunder would cause irreparable injury to the Receiving Party, for which monetary damages would not be disclosed under an adequate remedy and would entitle the Disclosing Party to equitable relief in addition to any applicable remedies the Disclosing Party may have hereunder or at law, rule, regulation or governmental order. 12.3 Notwithstanding (d) For purposes of the termination of this Agreementconfidentiality obligations in the Existing Agreements and the New Agreements, each information shall not be considered to have been made available to a third party shall continue to abide by the terms Disclosing Party without restriction on disclosure if such information was only made available to such third party as a result of an inadvertent or unintentional disclosure of such information by the Disclosing Party. In the event that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party is inadvertent or unintended and the Disclosing Party, upon becoming aware of such inadvertent or unintended disclosure, promptly notifies the Receiving Party in writing that such disclosure was inadvertent or unintended, the Receiving Party shall promptly (and in any event in less than ****) destroy all such Confidential Information. In addition, if the Receiving Party reasonably believes that the Disclosing Party’s disclosure of Confidential Information to the Receiving Party was inadvertent or unintended, the Receiving Party shall promptly notify the Disclosing Party of such belief and, if requested by the Disclosing Party, promptly (and in any event in less than ****) destroy all such Confidential Information. If requested by the Disclosing Party, the Receiving Party shall certify in writing that all such Confidential Information has been destroyed. (e) Nothing in this Agreement shall be construed as granting or conferring any rights, licenses or relationships by the transmission of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereofInformation.