Common use of Permitted Disclosure Clause in Contracts

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.

Permitted Disclosure. A (a) In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party”) ’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over the “Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party”) , its Affiliates, or this Agreement. The Receiving Party may disclose Confidential Information to the its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or actual acquirers, business partners, merger partners, permitted assignees, investment bankers, investors, limited partners, partners, lenders, or other financing sources, and their respective directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, agents; provided that such person or entity agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article XI. Further, notwithstanding anything contained in this Article XI to BNY Mellonthe contrary, entities that perform Indirect Activities) Licensor may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, as amended, the Receiving Party provides Securities Exchange Act of 1934, as amended, or with any rule, regulation or legal process promulgated by the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist SEC or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality Licensor’s obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 11.3.

Permitted Disclosure. A Party Notwithstanding the provisions of Section 12.1 (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants Nondisclosure and insurersNon-Use), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of belonging to the Disclosing Party only to the extent required such disclosure is reasonably necessary in the following instances: (a) filing or Prosecution of Patent Rights as permitted by this Agreement; (b) filing of Regulatory Materials in order to comply obtain or maintain Regulatory Approvals; (c) prosecuting or defending litigation as contemplated by this Agreement; (d) complying with Applicable Law or regulation or order of any or court or Government Authority, including responding to a subpoena in a Third Party litigation; or (provided e) to its Affiliates, Sublicensees or prospective Sublicensees, Subcontractors or prospective Subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are substantially similar to those set forth in this Article 12 (Confidentiality) (but which obligations may be of shorter duration for Third Parties, but at least [***] years); provided, however, that, in each of the extent permissible by Lawabove situations, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity Section 12.3.2 (or entitiesNotice; Confidential Treatment) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving treat such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in as required under this Article 12 (Confidentiality). Notwithstanding the Agreementforegoing, (i) [***], and (4ii) BNY Mellon Licensee may disclose the Confidential Information of Voya Takeda to its Parent Affiliates and its Parent Affiliates’ direct and indirect subsidiaries solely in connection with and for the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, purpose of the performance of administrative services for Licensee and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesfor internal reporting and compliance purposes.

Permitted Disclosure. (a) All persons receiving the Confidential Information of a Disclosing Party shall: (i) have a need to know such Confidential Information for the purpose of administering this Agreement; and (ii) either have been informed of the confidential nature of such Confidential Information or be bound by the terms of their employment or engagement to maintain the confidentiality of the Confidential Information. (b) A Receiving Party (the “Receiving Party”) may disclose relevant aspects will have no confidentiality obligation with respect to any portion of the Confidential Information of the other Disclosing Party that: (the “Disclosing Party”i) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party independently developed without reference to the Disclosing Party’s Confidential Information; (includingii) the Receiving Party lawfully obtained from a third party under no obligation of confidentiality; (iii) is or becomes available to the public other than as a result of an act or omission of any person bound by an obligation not to disclose such information; or (iv) the Receiving Party is compelled to disclose by Law, with respect regulation, legal process or direction, request or order of a court of competent jurisdiction or Regulatory Authority. If the Receiving Party is requested or required to BNY Mellondisclose any Confidential Information of the Disclosing Party pursuant to clause (iv), entities that perform Indirect Activities) the Receiving Party shall, to the extent permitted by Law, provide the Disclosing Party with prompt written notice of such disclosure is necessary for request or requirement so that the current Disclosing Party may seek an appropriate protective order or future performance waive compliance by the Receiving Party with the provisions hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is, in the opinion of the Receiving Party’s obligations legal counsel, legally compelled or reasonably required by an applicable Regulatory Authority to disclose the Confidential Information of the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07Party, the Receiving Party may disclose such Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Lawwithout liability hereunder; provided, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided however, that the Receiving Party limits such disclosure shall disclose only that portion of the Confidential Information which it is compelled to the information disclose or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure which legal counsel has advised it is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesdisclose.

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects obligation of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants non-use and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such non-disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held set forth in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.078.1, the Receiving Party may disclose Confidential Information of the Disclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing, prosecuting, maintaining, enforcing or defending Patents as permitted by this Agreement; (b) as reasonably required in generating Regulatory Documentation and obtaining Regulatory Approvals; (c) prosecuting or defending litigation, including responding to comply a subpoena in a Third Party litigation; (d) complying with Applicable Law or court or administrative orders; (provided that to the extent permissible by Lawe) complying with any obligation under this Agreement; (f) in communications with existing or bona fide prospective acquirers, merger partners, financing sources, investment bankers, lenders or investors, and consultants and advisors of the Receiving Party provides the Disclosing Party in connection with prior notice of such disclosure and works transactions or bona fide prospective transactions with the Disclosing Party foregoing, in each case on a “need-to-know” basis and under appropriate confidentiality provisions substantially equivalent to resist or limit the scope those of such disclosure and further this Agreement; provided however, that the Receiving Party limits shall remain responsible for any violation of such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each confidentiality provisions by any Third Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information; or (g) to its Affiliates, sublicensees or prospective sublicensees, subcontractors or prospective subcontractors, consultants, agents advisors and other Third Parties on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in this Article 8; provided however, that, in each of the Agreementabove situations, and (4) BNY Mellon may disclose the Receiving Party shall remain responsible for any failure by any person or entity who receives Confidential Information of Voya pursuant to this Section 8.2(g) to treat such Confidential Information as required under this Article 8. If and the Voya Funds whenever any Confidential Information is disclosed in accordance with this Section 8.2, such disclosure shall not cause any such information to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (cease to be Confidential Information except to the extent instructed that such disclosure results in a public disclosure of such information (other than by Voyabreach of this Agreement). Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to (i) Sections 8.2(b), in each case8.2(c) or 8.2(d), it will, except where impracticable or not legally permitted, give reasonable advance notice to the extent necessary other Party of such disclosure and (ii) Sections 8.2(a) through 8.2(e), it will use not less than the same efforts to provide the Servicessecure confidential treatment of such information as it would to protect its own confidential information from disclosure.

Permitted Disclosure. A Party (the “Receiving Party”a) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurersExcept as permitted under section 3(b), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Sponsored Party may disclose Confidential Information of only to: (i) The Sponsored Party’s employees, contracted staff, officers, and directors who have a need to know the Disclosing Party to Confidential Information for the extent required to comply with Law (provided that to the extent permissible by Lawuses specified in section 2, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Sponsored Party limits such informs each individual to whom the information is disclosed of the confidential nature of the information and the restrictions on its use and disclosure under these Supplemental Terms. (ii) The Sponsored Party’s affiliates and subcontractors (each a “Permitted Party”) but only if: (x) each Permitted Party has a need to know the information to assist the Sponsored Party in undertaking any of the uses described in section 2; (y) the Sponsored Party binds each Permitted Party that obtains Confidential Information to written confidentiality obligations and restrictions substantially similar to those obligations and restrictions applicable to the information Sponsored Party under this Sponsorship Agreement; and (z) the Permitted Party agrees to impose those confidentiality obligations and restrictions on its employees, contracted staff, officers, and directors. The Sponsored Party is responsible for any unauthorized duplication, disclosure, or records required use of Confidential Information by a Permitted Party. (b) (i) If the Sponsored Party uses, embeds, or implements Wholesale Technical Documentation as a component of or in combination with a Sponsored Party Product that is distributed to satisfy the request or inquiry Wholesale Customers and to the entity (or entities) to whom such disclosure is required to be madetheir affiliates in accordance with section 2(b), (2) each the Sponsored Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating Wholesale Technical Documentation to the Services to the Voya Funds Wholesale Customers and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, affiliates only to the extent necessary for the Sponsored Party Product to function for its intended purposes (as reflected in the Sponsored Party Product’s documentation), and only provided that the Sponsored Party, prior to disclosure of Wholesale Technical Documentation: (x) confirms that in the case of a Fedwire Participant, the Fedwire Participant is included in the E-Payments Routing Directory then available on XXXxxxxxxxx.xxx as a Funds Participant if the Wholesale Technical Documentation relates to Fedwire Funds and/or a Securities Participant if the Wholesale Technical Documentation relates to Fedwire Securities; and (y) binds the Fedwire Participant and/or the Settler, as the case may be, and any affiliates thereof that receive such Sponsored Party Product to written confidentiality obligations and restrictions substantially similar to those obligations and restrictions applicable to the Sponsored Party under this Sponsorship Agreement. From time to time, the Bank may request, and the Sponsored Party shall promptly provide to the ServicesBank, a list of all Wholesale Customers and their affiliates to which the Sponsored Party has disclosed Wholesale Technical Documentation under this section 3(b)(i). (ii) If the Sponsored Party uses, embeds, or implements Wholesale Technical Documentation as a component of or in combination with a Sponsored Party Product that is distributed to Prospective Wholesale Customers in accordance with section 2(b), the Sponsored Party may disclose the Wholesale Technical Documentation to the Prospective Wholesale Customers only to the extent necessary for the Sponsored Party Product to function for its intended purposes (as reflected in the Sponsored Party Product’s documentation), and only provided that the Sponsored Party: (x) prior to disclosure of Wholesale Technical Documentation, binds the Prospective Wholesale Customer that receives such Sponsored Party Product to written confidentiality obligations and restrictions substantially similar to those obligations and restrictions applicable to the Sponsored Party under this Sponsorship Agreement; (y) puts in place controls reasonably designed to ensure that the Prospective Wholesale Customers cannot download, reproduce, or distribute any Wholesale Technical Documentation or otherwise use the Wholesale Technical Documentation except in connection with its evaluation of the Sponsored Party Product; and (z) requires the Prospective Wholesale Customer to return or destroy at the end of the Evaluation Period all Wholesale Technical Documentation disclosed to the Prospective Wholesale Customer (unless the Prospective Wholesale Customer is then eligible to receive and use the Sponsored Party Product under section 3(b)(i)).

Permitted Disclosure. A Party Notwithstanding the foregoing, (i) the “Receiving Party”) Company may disclose relevant aspects the existence or content of any of the Confidential Information to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, hedge counterparties, agents, trustees, arrangers, accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional ethics, law or otherwise; (ii) each Series A-1 Investor (and its fund manager) may, without disclosing the identities of the other Party (shareholders or the “Disclosing Party”) financing terms of their respective investments in the Company without such other shareholder’s or the Company’s consent, disclose such Series A-1 Investor’s investment in the Company to other Persons or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent), and if it does so, the other Parties shall have the right to disclose to other Persons any such information disclosed in a press release or other public announcement by such Series A-1 Investor; (iii) each Series A-1 Investor may disclose the existence or content of any of the Confidential Information to its current or bona fide prospective partners, co-investors and financing sources or transferees, Affiliates and its and their respective employees, officers, directors, employeesbankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information as such Series A-1 Investor deems appropriate and in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional advisors ethics, law or otherwise; (including accountants and insurers), Affiliates, contractors and other agents iv) each Series A-1 Investor may disclose the existence or content of any of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary financing terms for the current fund and inter-fund reporting purposes and any information contained in press releases or future performance public announcements of the Receiving Party’s obligations Company pursuant to the Disclosing Party (or as otherwise permitted under the AgreementSection 10.9(b); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (bv) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon Party may disclose the Confidential Information of Voya and to any Person to which disclosure is approved in writing by the Voya Funds Party providing the Confidential Information. Any Party may also provide disclosure in order to (acomply with applicable Laws, as set forth in Section 10.9(c) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesbelow.

Permitted Disclosure. A Party (7.2.1 Notwithstanding the “Receiving Party”) obligations of Section 7.1, each party may disclose relevant aspects the other party's Confidential Information or joint Confidential Information in establishing rights or enforcing obligations under this Agreement or in complying with applicable laws and regulations; provided however, that in each case described herein if a party shall be required to make any disclosure of the other party's Confidential Information or joint Confidential Information under this Section 7.2.1, (a) it will give reasonable advance notice to the other party of such disclosure requirement, (b) it will provide a copy of the proposed disclosure to the other party and (c) at the request of the other party, it will use commercially reasonable efforts in assisting the other party to secure confidential treatment of such Confidential Information required to be disclosed, including cooperating with the other party to obtain a protective order of the other party's Confidential Information or of joint Confidential Information. 7.2.2 The parties agree that the material terms of this Agreement shall be considered Confidential Information of both parties. Neither party shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party party; provided however, that (a) a party may disclose the “Disclosing Party”) terms or conditions of this Agreement on a need-to-know basis to the officers, directors, employees, professional its legal and financial advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response such party's activities as expressly permitted by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditorsthis Agreement and in confidence under terms and conditions at least as restrictive as set forth in this Agreement, provided that (a) however, in no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (event will Array disclose Exhibits C or such Voya Fund Investors’ representatives or designees) and D; (b) Amgen may disclose the terms or conditions of this Agreement or any such Voya Fund or third party receiving such Confidential Information aspect of BNY Mellon shall be subject the research conducted pursuant to confidentiality obligations that are no less this Agreement in confidence under terms and conditions at least as restrictive than those as set forth in the this Agreement, to prospective sublicensee(s) and (4shall use reasonable efforts to secure confidential treatment of such Confidential Information) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third the parties (will consult with one another concerning the terms of this Agreement to be redacted in SEC filings. 7.2.3 Amgen may disclose Array Technology to the extent instructed by Voya)such disclosure is reasonably necessary in the following instances: (a) Regulatory Filings; (b) complying with applicable governmental regulations; (c) conducting pre-clinical or clinical trials of Licensed Products; and (d) medical education, in each case, to the extent necessary to provide the Servicesmarketing and sales of Licensed Products.

Permitted Disclosure. (i) A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (includingwill not disclose, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current in whole or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07part, the Receiving Party may disclose Confidential Information of the Disclosing Party to any person, except as specifically authorized under this Agreement. All persons receiving Confidential Information shall: (A) have a need to know such Confidential Information for the extent purpose of administering this Agreement or the Data Requirements; and (B) have been informed of the confidential nature of such Confidential Information or be bound by the terms of their employment or engagement to maintain the confidentiality of the Confidential Information. (ii) A Receiving Party will have no confidentiality obligation with respect to any portion of the Confidential Information of the Disclosing Party that: (A) the Receiving Party independently developed without reference to the Disclosing Party’s Confidential Information; (B) the Receiving Party lawfully obtained from a third party under no obligation of confidentiality; (C) is or becomes available to the public other than as a result of an act or omission of any person bound by an obligation not to disclose such information; or (D) the Receiving Party is requested or is required to comply with Law disclose by law, regulation, legal process or direction, request or order of a court of competent jurisdiction or other governmental, regulatory or self-regulatory authority (provided that “Regulatory Authority”). If a Receiving Party is requested or required to disclose any Confidential Information of the extent permissible by LawDisclosing Party pursuant to clause (D), the Receiving Party provides shall, to the extent permitted by law, provide the Disclosing Party with prior prompt written notice of such disclosure and works with request or requirement so that the Disclosing Party to resist may seek an appropriate protective order or limit the scope of such disclosure and further provided that waive compliance by the Receiving Party limits such disclosure to with the information provisions hereof. If, in the absence of a protective order or records required to satisfy the request or inquiry and to receipt of a waiver hereunder, the entity (or entities) to whom such disclosure is required to be made)Receiving Party is, (2) each Party may disclose Confidential Information in the opinion of the other Party Receiving Party’s legal counsel, legally compelled or reasonably required by an applicable Regulatory Authority to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided, however, that the Receiving Party shall disclose only that portion of the Confidential Information which it is compelled to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (disclose or which legal counsel has advised it is required to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesdisclose.

Permitted Disclosure. (i) A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (includingwill not disclose, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current in whole or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07part, the Receiving Party may disclose Confidential Information of the Disclosing Party to any person, except as specifically authorized under this Agreement. All persons receiving Confidential Information shall: (A) have a need to know such Confidential Information for the extent purpose of administering this Agreement or the Data Requirements; and (B) either have been informed of the confidential nature of such Confidential Information or be bound by the terms of their employment or engagement to maintain the confidentiality of the Confidential Information. (ii) A Receiving Party will have no confidentiality obligation with respect to any portion of the Confidential Information of the Disclosing Party that: (A) the Receiving Party independently developed without reference to the Disclosing Party’s Confidential Information; (B) the Receiving Party lawfully obtained from a third party under no obligation of confidentiality; (C) is or becomes available to the public other than as a result of an act or omission of any person bound by an obligation not to disclose such information; or (D) the Receiving Party is requested or is required to comply with Law disclose by law, regulation, legal process or direction, request or order of a court of competent jurisdiction or Regulatory Authority. If a Receiving Party is requested or required to disclose any Confidential Information of the Disclosing Party pursuant to clause (provided that to the extent permissible by LawD), the Receiving Party provides shall, to the extent permitted by law, provide the Disclosing Party with prior prompt written notice of such disclosure and works with request or requirement so that the Disclosing Party to resist may seek an appropriate protective order or limit the scope of such disclosure and further provided that waive compliance by the Receiving Party limits such disclosure to with the information provisions hereof. If, in the absence of a protective order or records required to satisfy the request or inquiry and to receipt of a waiver hereunder, the entity (or entities) to whom such disclosure is required to be made)Receiving Party is, (2) each Party may disclose Confidential Information in the opinion of the other Party Receiving Party’s legal counsel, legally compelled or reasonably required by an applicable Regulatory Authority to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds Disclosing Party, the Receiving Party may disclose such Confidential Information without liability hereunder; provided, however, that the Receiving Party shall disclose only that portion of the Confidential Information which it is compelled to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (disclose or which legal counsel has advised it is required to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesdisclose.

Permitted Disclosure. A Party Notwithstanding the foregoing, (i) the “Receiving Party”) Company may disclose relevant aspects the existence or content of any of the Confidential Information to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, hedge counterparties, agents, trustees, arrangers, accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional ethics, law or otherwise; (ii) VKC (and its fund manager) may, without disclosing the identities of the other Party (shareholders or the “Disclosing Party”) financing terms of their respective investments in the Company without such other shareholder’s or the Company’s consent, disclose VKC’s investment in the Company to other Persons or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent), and if it does so, the other Parties shall have the right to disclose to other Persons any such information disclosed in a press release or other public announcement by VKC; (iii) VKC may disclose the existence or content of any of the Confidential Information to its current or bona fide prospective partners, co-investors and financing sources or transferees, Affiliates and its and their respective employees, officers, directors, employeesbankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information as VKC deems appropriate and in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional advisors ethics, law or otherwise; (including accountants and insurers), Affiliates, contractors and other agents iv) VKC may disclose the existence or content of any of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary financing terms for the current fund and inter-fund reporting purposes and any information contained in press releases or future performance public announcements of the Receiving Party’s obligations Company pursuant to the Disclosing Party (or as otherwise permitted under the AgreementSection 9.9(b); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (bv) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon Party may disclose the Confidential Information of Voya and to any Person to which disclosure is approved in writing by the Voya Funds Party providing the Confidential Information. Any Party may also provide disclosure in order to (acomply with applicable Laws, as set forth in Section 9.9(c) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesbelow.

Permitted Disclosure. A Nothing in this Article 7 shall be construed to restrict the Receiving Party (from disclosing Confidential Information to the “extent that such disclosure: 7.4.1 Is made to governmental or other regulatory agencies in order to obtain patents addressed in this Agreement or to gain or maintain authorizations to conduct Clinical Trials or to market Licensed Products, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations and reasonable measures shall be taken to obtain confidential treatment from regulatory agencies for such information; 7.4.2 Is made to the Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the ’s Affiliates, potential and actual sublicensees, employees, officers, directors, employeesagents, professional advisors (including accountants and insurers)consultants, Affiliates, contractors and and/or other agents of Third Parties for purposes the Receiving Party reasonably deems necessary or advisable for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such recipients agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement (includingwith potentially a shorter duration no less than *** years from the date such Information is disclosed to such recipients); 7.4.3 Is deemed necessary by the Receiving Party to be disclosed to attorneys, independent accountants, potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that, except with respect to BNY Mellonthe disclosure of pro forma financial projections, entities that perform Indirect Activities) all such recipients agree to the extent such disclosure is necessary for the current be bound by confidentiality and non-use obligations; or 7.4.4 Is required by applicable law, valid order of a court of competent jurisdiction, or future performance of the Receiving Party’s obligations to the Disclosing Party (judicial or as otherwise permitted under the Agreement); administrative process, provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of shall promptly inform the Disclosing Party of the disclosure that is being sought in order to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides provide the Disclosing Party with prior notice of such disclosure and works with Party, where possible, an opportunity to challenge, limit or receive confidential treatment for the Disclosing Party to resist or limit the scope of such disclosure required disclosure, and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent take all steps reasonably necessary to provide challenge, limit or receive confidential treatment for, the Servicesrequired disclosure.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in Section 5 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: (A) Is made to the Receiving Party’s or its Affiliates’ employees, officers, directors, agents or contractors (“Representatives”), for purposes the Receiving Party reasonably deems necessary for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such recipients agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement (with potentially a shorter duration no less than five years from the date such Confidential Information is disclosed to such recipients), and the Receiving Party shall be responsible for and liable under this Agreement with respect to any breach of its confidentiality and non-use obligation caused by its Representatives; (B) Is deemed necessary by the Receiving Party to be disclosed to attorneys, independent accountants, potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that, except with respect to the disclosure of pro forma financial projections, all such recipients are, or agree to be, bound by confidentiality and non-use obligations; or (C) Is required to comply with Law (provided that to the extent permissible by Lawapplicable law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each upon request, reasonably cooperate with any efforts by the Disclosing Party may to challenge, limit or receive confidential treatment for, the required disclosure, (iii) only disclose the minimum Confidential Information necessary to comply, as determined by the Receiving Party’s legal counsel, and (iv) in the event of a limited disclosure of any Confidential Information as required by applicable law, continue to treat such information as Confidential Information of the Disclosing Party for all other Party to Governmental Authorities having jurisdiction over such Party, purposes and subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services5.

Permitted Disclosure. A Party Notwithstanding the provisions of Section 10.1(a), a party receiving Confidential Information (the “Receiving PartyRecipient”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is (i) made in response to a valid and final order or subpoena of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, that Recipient provides the other party with prior written notice of such disclosure (if practicable) in order to permit the other party to seek a protective order or other confidential treatment of such Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required to be disclosed in such response to such court or governmental order or subpoena; (ii) otherwise required by Applicable Laws; provided, that Recipient provides the other party with prior written notice of such disclosure (if practicable) in order to permit the other party to seek a protective order or confidential treatment of such Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required by Applicable Law to be disclosed; (iii) made by the Recipient to a Regulatory Authority, as required to conduct Development or obtain or maintain Regulatory Approvals; provided that reasonable efforts shall be used to ensure confidential treatment of such Confidential Information; (iv) made by the Recipient to a Third Party as may be necessary for or useful in connection with the current Development, Manufacturing or future performance Commercialization related to the Licensed Product; provided the Third Party is bound by written confidentiality obligations no less protective that those set forth in this Agreement; (v) made by Recipient to a U.S. or foreign tax authority to the extent legally required by Applicable Laws to be disclosed; (vi) made by Recipient to its representatives or to third parties in connection with sublicensing or financing activities of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement)Recipient; provided that the Receiving Third Party causes such Confidential Information to be held in confidence is bound by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to written confidentiality obligations that are no less restrictive than protective that those set forth in this Agreement; (vii) made by Recipient or any of its representatives in the Agreement, and (4) BNY Mellon may disclose filing or publication of Patent Rights relating to the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (Licensed Product to the extent instructed such disclosure in the filing or publication of Patent Rights is reasonably necessary for support of the Patent Rights; (viii) made by Voya)Recipient to comply with Applicable Laws related to securities laws disclosure requirements or any disclosure requirements of any applicable stock market or securities exchange; (ix) with respect to Confidential Information comprising CMC Pre-Transition Program Data and Results, in each casemade by Recipient to bona fide Third Party collaborators, to the extent necessary to provide the Services.contractors, and service providers; or

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in this Section 9 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: 9.4.1. Is made to governmental or other regulatory agencies in order to obtain patents addressed in this Agreement or to gain or maintain authorizations to conduct Clinical Trials or to market Products, provided that such disclosure is limited to the extent reasonably necessary to obtain such patents or authorizations and the Receiving Party takes reasonable measures to obtain confidential treatment from regulatory agencies for such information; 9.4.2. Is made to the Receiving Party’s Affiliates, potential and actual sublicensees, employees, officers, directors, agents, consultants, or other Third Parties for purposes the Receiving Party reasonably deems necessary or advisable for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such recipients agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement (with potentially a shorter duration no less than *** years from the date such Confidential Information is disclosed to such recipients) and obligations of invention assignment sufficient for such Party to obtain rights from such personnel to meet its obligation to grant licenses to the other Party under this Agreement; 9.4.3. Is required to comply with Law (provided that to the extent permissible by applicable Law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each Party may disclose Confidential Information of upon request, reasonably cooperate with any efforts by the other Disclosing Party to Governmental Authorities having jurisdiction over such Partychallenge, subject to Section 12.03limit or receive confidential treatment for, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreementrequired disclosure, and (4iii) BNY Mellon may only disclose the minimum Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide comply, as determined by the ServicesReceiving Party’s legal counsel.

Permitted Disclosure. A Each Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of provided by the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is reasonably necessary in the following instances: (i) disclosure to governmental or other regulatory agencies in order to obtain Patents on Achillion Technology or to gain or maintain approval to conduct clinical trials or to market Licensed Product (in each case to the extent permitted by this Agreement), but such disclosure may be only to the extent reasonably necessary to obtain Patents or authorizations; (ii) complying with applicable court orders or governmental regulations, including without limitation rules or regulations of the Securities and Exchange Commission, or by rules of the National Association of Securities Dealers, any securities exchange or NASDAQ; provided, however, that the receiving Party shall first have given notice to the other Party hereto in order to allow such Party the opportunity to seek confidential treatment of the Confidential Information; (iii) disclosure by Gilead to Related Gilead Parties or distributors for the current or future performance sole purpose of conducting Development and/or commercialization of Compounds and Licensed Products in accordance with the Receiving Party’s terms and conditions of this Agreement on the condition that such Related Gilead Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to the Disclosing Party (or as otherwise permitted under the those contained in this Agreement); provided that the Receiving Party causes term of confidentiality for such Confidential Information Related Gilead Parties shall be no less than five (5) years; or (iv) disclosure to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In additionconsultants, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party agents or other Third Parties solely to the extent required to comply accomplish the purposes of this Agreement or in connection with Law (provided due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, in each case on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement or for the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice purposes of such disclosure and works with financing; provided the Disclosing Party to resist or limit the scope term of confidentiality for such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to Third Parties shall be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, no less than three (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesyears.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the 3.1 The undertakings in paragraphs 2.1 and 2.2 will not apply to Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of which the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations can establish to the Disclosing Party Party’s reasonable satisfaction: (or as otherwise permitted under a) is, at the Agreement); provided that time of disclosure to the Receiving Party causes such Confidential Information or a Representative, or subsequently becomes, public knowledge (other than as a direct or indirect result of the information being disclosed in breach of this letter agreement) and could be obtained by any person with no more than reasonable diligence; (b) was known to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information or a Representative before the date of the Disclosing Party to the extent required to comply with Law this letter agreement and such person was not under any obligation of confidence in respect of that information; (provided that to the extent permissible by Law, c) the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works or a Representative found out from a source not connected with the Disclosing Party or any of its Representatives and which is not under any obligation of confidence in respect of that information; or (d) forms part of the day-to-day business dealings between the parties to resist or limit this letter agreement and/or their respective Affiliates where such information is provided for purposes other than the scope Possible Transaction. 3.2 The undertakings in paragraphs 2.1 and 2.2 will not apply to any disclosure of such disclosure and further provided Confidential Information that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that by: (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (any law or such Voya Fund Investors’ representatives regulation of any country with jurisdiction over the affairs of either party hereto or designees) and any of its subsidiaries; (b) any such Voya Fund stock exchange or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and competent governmental or regulatory authority; or (c) a valid and effective subpoena, order or other document issued by any court of competent jurisdiction. 3.3 If the Receiving Party or any of its Representatives are obliged to disclose Confidential Information to any third parties (party pursuant to the extent instructed by Voya), in each caseparagraph 3.2 it shall, to the extent permitted by law: (a) consult with the Disclosing Party as to possible steps to avoid or limit disclosure and take any such steps which would not result in significant adverse consequences to the Receiving Party; (b) take all reasonable steps to agree the contents of the disclosure with the Disclosing Party prior to making the disclosure; (c) use its reasonable endeavours to gain assurances as to confidentiality from the body to whom the information is to be disclosed; (d) co-operate with the Disclosing Party if it wishes to issue legal or other proceedings to challenge the validity of the requirement to disclose such Confidential Information; (e) disclose only the minimum amount of information necessary in order to provide satisfy such requirement as advised by legal counsel and exercise reasonable effort (at the ServicesDisclosing Party’s expense) to obtain reliable assurance that confidential treatment will be accorded the Confidential Information disclosed; and (f) keep the Disclosing Party fully and promptly informed of the full circumstances of any such disclosure and all related matters and developments.

Permitted Disclosure. (a) All persons receiving the Confidential Information of a Disclosing Party shall: (i) have a need to know such Confidential Information for the purpose of administering this Agreement; and (ii) either have been informed of the confidential nature of such Confidential Information or be bound by the terms of their employment or engagement to maintain the confidentiality of the Confidential Information. (b) A Receiving Party (the “Receiving Party”) may disclose relevant aspects will have no confidentiality obligation with respect to any portion of the Confidential Information of the other Disclosing Party that: (the “Disclosing Party”i) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party independently developed without reference to the Disclosing Party’s Confidential Information; (includingii) the Receiving Party lawfully obtained from a third party under no obligation of confidentiality; (iii) is or becomes available to the public other than as a result of an act or omission of any person bound by an obligation not to disclose such information; or (iv) the Receiving Party is compelled to disclose by Law, with respect legal process, or direction, request, or other action of a court of competent jurisdiction or any other Regulatory Authority. If the Receiving Party is requested or required to BNY Mellondisclose any Confidential Information of the Disclosing Party pursuant to clause (iv), entities that perform Indirect Activities) the Receiving Party shall, to the extent permitted by Law, provide the Disclosing Party with prompt written notice of such disclosure is necessary for request or requirement so that the current Disclosing Party may seek an appropriate protective order or future performance waive compliance by the Receiving Party with the provisions hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is, in the opinion of the Receiving Party’s obligations legal counsel, legally compelled or reasonably required by an applicable Regulatory Authority to disclose the Confidential Information of the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07Party, the Receiving Party may disclose such Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Lawwithout liability hereunder; provided, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided however, that the Receiving Party limits such disclosure shall disclose only that portion of the Confidential Information which it is compelled to the information disclose or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure which legal counsel has advised it is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesdisclose.

Permitted Disclosure. A Each Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) shall be entitled to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information consultants and other third parties for exercising GENENTECH CONFIDENTIAL the rights and performing the obligations of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya AuditorsParty under this Agreement, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or the third party receiving such Confidential Information of BNY Mellon shall be subject agrees in writing to confidentiality obligations that are no less restrictive than protective of the Disclosing Party`s rights as those under this Agreement. For clarity, Genentech may provide to third party(ies) all materials and information received from TolerRx hereunder (including but not limited to TolerRx Know-how), provided that such third party agrees in writing to confidentiality obligations no less protective of the TolerRx's rights as those under this Agreement. Notwithstanding the foregoing, TolerRx shall not disclose any Genentech Confidential Information (including but not limited to any information and reports under Section 6, and Licensed Product Manufacturing Know-how (except that TolerRx may disclose Licensed Product Manufacturing Know-how to the designated contract manufacturer set forth in Section 9.5(c)(iii) in accordance therewith for the Agreementpurposes set forth therein) to any third party, unless TolerRx has obtained prior written consent from Genentech for such disclosure. With respect to information that TolerRx is required under the Third Party Agreements to disclose in reports to Isis, CUTS or University, the Parties shall discuss the appropriate content of such disclosure and (4) BNY Mellon may TolerRx shall disclose only the Confidential Information of Voya content that is mutually agreed upon by the Parties and such information shall be used by Isis, CUTS, or University only for a purpose mutually agreed upon by the Voya Funds to (a) BNY Mellon AffiliatesParties, (b) BNY Mellon Agents, and (c) other third parties (to taking into account the extent instructed limited disclosure required by Voya), in each case, to the extent necessary to provide the ServicesThird Party Agreements.

Permitted Disclosure. A Party (the “Receiving Party”) Each party hereto may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officersextent that such disclosure is: (i) made in response to a valid Judgment of a court of competent jurisdiction or valid Judgment or other binding requirement of any other Governmental Entity of competent jurisdiction; provided, directorshowever, employeesthat, professional advisors (including accountants and insurers)unless prohibited by applicable Law, Affiliates, contractors and other agents of the Receiving Party (includingshall first have, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations reasonably practicable, given written notice to the Disclosing Party (and given the Disclosing Party a reasonable opportunity, and provided reasonable assistance to the Disclosing Party, in each case at the expense of the Disclosing Party, to quash such Judgment or as otherwise permitted under the Agreement); provided to obtain a protective order requiring that the Receiving Party causes such Confidential Information or documents to be disclosed be held in confidence by such court or Governmental Entity or, if disclosed, be used only for the recipient purposes for which the Judgment was issued or as to which the same extent binding requirement relates; and in provided further that if a Judgment is not quashed or a protective order is not obtained, the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, Confidential Information disclosed by the Receiving Party may disclose in response to such Judgment shall be limited to that information that is legally required to be disclosed; (ii) required in connection with any binding proceeding before an arbitral body; provided, however, that the Confidential Information of disclosed by the Disclosing Receiving Party in response to such binding proceeding shall be limited to the information that is required to be disclosed in response to such binding proceeding, and provided further that reasonable measures shall be taken by the Receiving Party to assure confidential treatment of such information; or (iii) otherwise required by applicable Law as determined in good faith by the extent required to comply with Law (provided that to Receiving Party upon the extent permissible receipt of its advice of its legal counsel; provided, however, that, unless prohibited by applicable Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each casefirst have, to the extent necessary reasonably practicable, given written notice to provide the ServicesDisclosing Party and given the Disclosing Party a reasonable opportunity, and provided reasonable assistance to the Disclosing Party, in each case at the expense of the Disclosing Party, to obtain a protective order requiring that the Confidential Information or documents that are required to be disclosed be held in confidence; and provided further that if a protective order is not obtained, the Confidential Information disclosed by the Receiving Party shall be limited to that information that is legally required to be disclosed.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in this Section 9 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: 9.4.1. Is made to governmental or other regulatory agencies in order to obtain Collaboration Patents, Protein Patents or UCB Product Patents, in each case which such Party expressly has the right to obtain under the terms of this Agreement; provided that such disclosure is limited to the extent reasonably necessary to obtain such patents or authorizations and the Receiving Party takes reasonable measures to obtain confidential treatment from regulatory agencies for such information; 9.4.2. In the case where UCB is the Receiving Party, is made to Regulatory Authorities in the Territory on or after the applicable License Effective Date in connection with any INDs, NDAs, BLAs or other similar authorizations to conduct clinical trials and/or to obtain or maintain any Marketing Authorizations for Licensed Products; provided that such disclosure is limited to the extent reasonably necessary to obtain such authorizations; 9.4.3. In the case where FivePrime is the Receiving Party and solely with respect to Confidential Information constituting Collaboration Know-How or Protein Know-How to the extent specifically related to a Non-Selected Protein or Terminated Protein, is made to Regulatory Authorities in the Territory in connection with any INDs, NDAs, BLAs or other similar authorizations to conduct clinical trials and/or to obtain or maintain any Marketing Authorizations for Therapeutics or Diagnostics with respect to such Non-Selected Protein or Terminated Protein; provided that such disclosure is limited to the extent reasonably necessary to obtain such authorizations; 9.4.4. Is required to comply with Law (provided that to the extent permissible by applicable Law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each Party may disclose Confidential Information of upon request, reasonably cooperate with any efforts by the other Disclosing Party to Governmental Authorities having jurisdiction over such Partychallenge, subject to Section 12.03limit or receive confidential treatment for, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreementrequired disclosure, and (4iii) BNY Mellon may only disclose the minimum Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide comply, as determined by the ServicesReceiving Party’s legal counsel.

Permitted Disclosure. A In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party”) ’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over the “Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party”) , its Affiliates, the Purchased Receivables or this Agreement. The Receiving Party may disclose Confidential Information to the its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or actual acquirers, merger partners, permitted assignees, investment bankers, investors, limited partners, partners, lenders, or other financing sources (including, in the case of the Seller, any party evaluating the acquisition of any portion of the Purchased Receivables that are not included in the Purchased Receivables), and their respective directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, agents; provided that such person or entity agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article VIII. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Seller Parties may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, as amended, the Receiving Party provides Securities Exchange Act of 1934, as amended, or with any rule, regulation or legal process promulgated by the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist SEC or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality Seller’s obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.2.

Permitted Disclosure. A Nothing in this Article 7 shall be construed to restrict the Receiving Party (from disclosing Confidential Information to the “extent that such disclosure: 7.4.1 Is made to governmental or other regulatory agencies in order to obtain patents addressed in this Agreement or to gain or maintain authorizations to conduct Clinical Trials or to market Licensed Products, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations and reasonable measures shall be taken to obtain confidential treatment from regulatory agencies for such information; 7.4.2 Is made to the Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the ’s Affiliates, potential and actual sublicensees, employees, officers, directors, employeesagents, professional advisors (including accountants and insurers)consultants, Affiliates, contractors and or other agents of Third Parties for purposes the Receiving Party reasonably deems necessary or advisable for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such recipients agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement (includingwith potentially a shorter duration no less than *** years from the date such Information is disclosed to such recipients); 7.4.3 Is deemed necessary by the Receiving Party to be disclosed to attorneys, independent accountants, potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that, except with respect to BNY Mellonthe disclosure of pro forma financial projections, entities that perform Indirect Activities) all such recipients agree to the extent such disclosure is necessary for the current be bound by confidentiality and non-use obligations; or 7.4.4 Is required by applicable law, valid order of a court of competent jurisdiction, or future performance of the Receiving Party’s obligations to the Disclosing Party (judicial or as otherwise permitted under the Agreement); administrative process, provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of shall promptly inform the Disclosing Party of the disclosure that is being sought in order to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides provide the Disclosing Party with prior notice of such disclosure and works with Party, where possible, an opportunity to challenge, limit or receive confidential treatment for the Disclosing Party to resist or limit the scope of such disclosure required disclosure, and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent take all steps reasonably necessary to provide challenge, limit or receive confidential treatment for, the Servicesrequired disclosure.

Permitted Disclosure. A Party (This agreement does not prohibit the “Receiving Party”) may disclose relevant aspects disclosure of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary in order for the current or future performance Parties to participate in the matters of Business Relationship and the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes Parties will not disclose such Confidential Information to unauthorized persons or authorize anyone else to discuss such Confidential Information with others without the prior written approval of the Party disclosing such Confidential Information. The Parties undertake to use such Confidential Information only for the purpose of Business Relationship. If either of Party seeks any other use, it must obtain the agreement in writing of the Party disclosing information, who may refuse such request at its absolute discretion. Subject to the clauses below the release of any information confidential or otherwise shall only be held in confidence with the prior written approval of the Party disclosing information. These obligations do not apply to Confidential Information which: a. is disclosed by the recipient Party receiving the Confidential Information, to a representative of the Party receiving, who needs to know the Confidential Information in connection with the Business Relationship, subject to such representatives being made fully aware of the confidential nature of all Confidential Information; and upon the request by the Party disclosing such information, executing an undertaking in the form attached as Annex (i) to this Agreement and deliver them to the same extent and Party disclosing such Confidential Information, prior to obtaining any access to Confidential Information. Provided further that the Party receiving must ensure that none of the representatives referred to herein do or omit to do anything which, if done or omitted to be done by the Party receiving, would constitute a breach of its obligations under this Agreement. b. as shown by reasonably documented proof, was in the same manner possession of the Party receiving information prior to receipt thereof from the Party; disclosing information c. as required under shown by reasonably documented proof, was received by the Agreement. In addition, (1) Party in good faith from a third party not subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party a confidential obligation to the extent required Party disclosing information; d. is or becomes generally available in the public domain otherwise than through a breach of this agreement or any obligation of confidence owed by the Parties in terms of this agreement. e. is disclosed pursuant to comply with Law (provided that to the extent permissible a requirement imposed by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist a government agency or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is otherwise required to be made)disclosed by operation of law, (2) each except that prior to any disclosure pursuant to this sub-section, The Party may disclose Confidential Information of receiving the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests request for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and shall notify the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to Party disclosing the extent instructed by Voya)information, in each casewriting and shall give the Party disclosing the information, an opportunity to participate in objecting to production of the extent necessary Confidential Information; or f. is authorized in writing by the Party disclosing information to provide be released or is designated in writing by the ServicesParty disclosing information as no longer being confidential or proprietary.

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects obligation of non-use and nondisclosure set forth in Section 17.1, the Confidential Information of Parties recognize the other Party (the “Disclosing Party”) need for certain exceptions to the officersthis obligation, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (includingspecifically set forth below, with respect to BNY Mellonpress releases, entities Patent Rights, publications, and certain commercial considerations. To that perform Indirect Activities) end, each Party may disclose Confidential Information to the extent such disclosure is necessary for is: 17.2.1 in the current or future performance reasonable opinion of the Receiving Party’s obligations legal counsel, required to the Disclosing Party (be disclosed pursuant to Applicable Law or as otherwise permitted under the Agreement)a valid order of a court of competent jurisdiction or governmental body; provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient will first have given prompt written notice to the same extent and in Disclosing Party so that the same manner as required under the AgreementDisclosing Party has a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In additionthe event that no protective order or other remedy is obtained, (1) subject to Section 12.07or the Disclosing Party waives compliance with the terms of this Agreement, the Receiving Party may disclose will furnish only that portion of Confidential Information which the Receiving Party is advised by counsel is legally required to be disclosed; 17.2.2 made by or on behalf of MAGENTA to Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval of a Product in accordance with the MAGENTA’s rights under the terms of this Agreement; provided that reasonable measures will be taken to assure confidential treatment of HDPR’s Confidential Information to the extent practicable and consistent with Applicable Law; 17.2.3 made by or on behalf of the Receiving Party to a patent authority as may be reasonably necessary or useful for purposes of Handling a Patent Right in accordance with the Receiving Party’s rights under the terms of this Agreement; provided that the Disclosing Party is informed about such disclosure and reasonable measures will be taken to assure confidential treatment of such Confidential Information, to the extent required to comply with Law (provided that to the extent permissible such protection is available; and 17.2.4 made by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that its (a) no such BNY Mellon financial and legal advisors who have a need to know the Disclosing Party’s Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon AffiliatesInformation, (b) BNY Mellon Agents, and its Affiliates or (c) its or their advisors, consultants, clinicians, vendors, service providers, Sublicensees or Contractors as may be necessary or reasonably required in connection with the research, development, manufacture, commercialization, use or other third parties exploitation of Compounds or Products; provided that such Persons (the “Permitted Recipients”) will be subject to obligations of confidentiality and non-use with respect to such Confidential Information at least as protective to the extent instructed by Voya), in each case, Disclosing Party as the obligations of confidentiality and non-use of the Receiving Party pursuant to the extent necessary to provide the Servicesthis Section 17.

Permitted Disclosure. A 6.2.1 The provisions of Section 6.1 shall not preclude (a) a Bound Party (the “Receiving Party”) may disclose relevant aspects of the or its Affiliates from disclosing Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information is required to be held in confidence disclosed by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving such Party may disclose Confidential Information of the Disclosing Party to the extent required or its Affiliates to comply with Law (applicable Laws or legal process, including without limitation 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, including without limitation Nasdaq, or to defend or prosecute litigation, provided that to the extent permissible by Law, the Receiving such Party provides the Disclosing Party with prior written notice of such disclosure to the disclosing Party and works with takes reasonable and lawful actions to avoid and/or minimize the Disclosing Party to resist or limit the scope degree of such disclosure and further provided (b) JJPRD from disclosing and/or claiming Infinity’s Confidential Information (including, without limitation, chemical structures and methods of making such chemical structures) in JJPRD’s patent applications, in the prosecution of such patent applications and in regulatory filings for the purpose of gaining approval to market JJPRD products consistent with the terms and conditions of Article 5 above. 6.2.2 Subject to Sections 6.2.3 and 9.9, the Parties agree that the Receiving Party limits such disclosure to material financial terms of this Agreement will be considered Confidential Information of both Parties. Notwithstanding the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)foregoing, (2a) each either Party may disclose Confidential Information of the other Party such terms to Governmental Authorities having jurisdiction over such Partybona fide potential or actual sublicensees, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors as reasonably necessary in connection with a response by Voya to requests for informationpermitted sublicense under the licenses granted in this Agreement, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon either Party may disclose the material financial terms of this Agreement to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other potential financial partners (including pharmaceutical and biotechnology companies, as long as such company owns at least fifty percent (50%) of the disclosing Party), and to such Party’s consultants and advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any permitted disclosure of Confidential Information of Voya and the Voya Funds pursuant to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.this Section

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) 6.1 Nothing in this agreement shall prohibit disclosure to the extent that such disclosure is necessary for compelled by law, rule or regulation, including by way of example and not by way of limitation, any rules or other requirements of any relevant stock exchange or of any government department or agency or other relevant regulatory requirements or by any order of a court of competent jurisdiction. 6.2 If the current or future performance Recipient determines that, by reason of any of the Receiving Party’s obligations matters referred to in paragraph 6.1, it is or may be required to make any announcement or other disclosure as to any matter within the scope of this agreement, it will use its reasonable endeavours promptly to give written notice to the Selling Shareholder and the Disclosing Party of the information the Recipient proposes to disclose (or as otherwise permitted under being the Agreementminimum amount of information consistent with satisfying the Recipient Party’s obligations); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient , with a view to the same extent Selling Shareholder and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party consenting, to the extent required to comply with Law (provided that practicable, to the extent permissible timing and content of such announcement or disclosure. 6.3 If the Recipient determines that, by Lawreason of any of the matters referred to in paragraph 6.1, it is or may be required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or other similar process) to disclose any Confidential Information, the Receiving Party provides Recipient agrees that it shall provide the Selling Shareholder and the Disclosing Party with prior prompt written notice of such disclosure request or requirement in order to afford the Selling Shareholder and works with the Disclosing Party a reasonable opportunity either to seek an appropriate remedy to prevent such disclosure, to take steps to resist or limit narrow the scope of such disclosure and further provided or to waive compliance, in whole or in part, with the provisions of this agreement. In the event that such protective order or other remedy is not obtained, or that the Receiving Selling Shareholder and the Disclosing Party limits such disclosure to waive compliance, in whole or in part, with the information terms of this agreement, the Recipient or records its Agents, as the case may be, will: 6.3.1 disclose only that portion of the Confidential Information which the Recipient is advised by written opinion of outside counsel, that it is legally required to satisfy disclose; and 6.3.2 use its reasonable endeavours to ensure that all Confidential Information so disclosed will be accorded confidential treatment. 6.4 The Recipient shall take such steps as the request or inquiry Selling Shareholder and to the entity (or entities) to whom such disclosure is required to be made), (2) each Disclosing Party may disclose Confidential Information of reasonably require for the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds purpose contemplated by paragraphs 6.2 and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors6.3, provided that nothing in this paragraph 6 shall prevent the Recipient from making such disclosure if notice has been given and the Recipient has taken all such steps as aforesaid, but the Selling Shareholder or the Disclosing Party is incapable of preventing or has failed to prevent such disclosure or (aas the case may be) no refused to waive such BNY Mellon Confidential Information may be provided compliance and the Recipient or its Agents is or are still so compelled to Voya Fund Investors (make disclosure. Nothing contained herein shall obligate the Recipient, in attempting to comply with the aforesaid provisions of this paragraph 6, to assume any risk of sanction, penalty or such Voya Fund Investors’ representatives or designees) and (b) other loss of any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth sort as determined in the Agreement, and (4) BNY Mellon may disclose the Confidential Information reasonable opinion of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesits counsel.

Permitted Disclosure. A Party (the “Receiving Party”a) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officersNotwithstanding Section 13.4, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may shall be permitted to disclose Confidential Information of the other Party to Governmental Authorities its Affiliates, and its and their respective employees, officers, directors, consultants, contractors, attorneys, accountants, financial advisors, and other representatives (collectively, “Representatives”) who have a need to know such Confidential Information and who are either bound by the terms of a confidentiality agreement having jurisdiction over such Partyterms similar to those set out herein or have agreed to be bound by the terms of this Agreement relative to Confidential Information disclosed to them. Each Party shall be responsible for any improper disclosure of any Confidential Information in violation of this Agreement by its Representatives. (b) Notwithstanding Section 13.4(d), subject to Section 12.03, (3) Voya may disclose a Party receiving Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information other Party may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving disclose such Confidential Information to the extent such receiving Party is required by Applicable Law to disclose such Confidential Information; provided that, such receiving Party provides to the other Party prompt written notice (to the extent legally permissible and time permits) of BNY Mellon such requirement prior to such disclosure and reasonable assistance to the disclosing Party in obtaining an order protecting the information from public disclosure; provided further, however, the Party required to make the disclosure of Confidential Information shall not be subject to confidentiality in breach of its obligations that are no less restrictive than those set forth under this Section 13.5(b) if, in the Agreementreasonable opinion of its legal counsel (which may be its in-house legal counsel), and (4) BNY Mellon may disclose disclosure of the Confidential Information of Voya the disclosing Party is required to be made by the receiving Party to avoid any penalty, fine or other consequence of non-disclosure notwithstanding whether or not the an order protecting the Confidential Information from public disclosure has been obtained or not at the time any such disclosure is required. The disclosing Party shall reimburse the receiving Party for its actual and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, reasonable costs and (c) other third parties (to the extent instructed by Voya), expenses incurred in each case, to the extent necessary to provide the Servicesrendering such assistance.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in this Section 5 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: 5.4.1. Is made to governmental or other regulatory agencies in order to obtain Inhibrx Patents addressed in this Agreement or to gain or maintain authorizations to conduct a Clinical Trial or to market Licensed Products, provided that such disclosure is limited to the extent reasonably necessary to obtain such patents or authorizations and the Receiving Party takes reasonable measures to obtain confidential treatment from regulatory agencies for such information; 5.4.2. Is made to the Receiving Party’s or its Affiliates’ employees, officers or directors, and, when Licensee is the Receiving Party, to its potential and actual sublicensees’ employees, officers, directors, and its agents, consultants and contractors (“Representatives”), for purposes the Receiving Party reasonably deems necessary for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such recipients agree to be bound by, or are otherwise bound by, confidentiality and nonuse obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement (with potentially a shorter duration no less than [***] ([***]) [***] from the date such Confidential Information is disclosed to such recipients), and obligations of invention assignment sufficient for the Receiving Party to obtain rights from such Representatives to meet the Receiving Party’s obligation to grant licenses to the other Party under this Agreement, and the Receiving Party shall be responsible for and liable under this Agreement with respect to any breach of its confidentiality and non-use obligation caused by its Representatives; 5.4.3. Is deemed necessary by the Receiving Party to be disclosed to attorneys, independent accountants, potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors; provided that, all such recipients are, or agree to be, bound by confidentiality and non-use obligations; or 5.4.4. Is required to comply with Law (provided that to the extent permissible by applicable Law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each upon request, reasonably cooperate with any efforts by the Disclosing Party may to challenge, limit or receive confidential treatment for, the required disclosure, (iii) only disclose the minimum Confidential Information necessary to comply, as determined by the Receiving Party’s legal counsel, and (iv) in the event of a limited disclosure of any Confidential Information as required by applicable Law, continue to treat such information as Confidential Information of the Disclosing Party for all other Party to Governmental Authorities having jurisdiction over such Party, purposes and subject to this Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services5.

Permitted Disclosure. A Notwithstanding the obligations set forth in Section 7.1 (Confidentiality Obligations) and subject to Section 7.10, a Receiving Party (the “Receiving Party”) may disclose relevant aspects of the Disclosing Party’s Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants the Agreement and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activitiesterms herein) to the extent such disclosure is reasonably necessary in the following situations: (a) (i) for the filing and prosecution of any Patent Rights, as decided by the Joint Patent Committee in accordance with the Agreement; or (ii) for regulatory submissions and other filings with Competent Authorities, as necessary for the current or future performance Exploitation of the Receiving Party’s obligations to the Disclosing Party (Licensed Compound or Licensed Product as otherwise permitted under contemplated by the Agreement); provided that and (b) disclosure of the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to (i) those of its Representatives who reasonably require such access in connection with the extent required performance of the obligations and enjoyment of the rights granted under the Agreement, and (ii) to actual or potential (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors, or lenders (including in connection with any royalty factoring transaction), in both cases (i) and (ii), (A) have been informed of the confidential nature of such Confidential Information, the Disclosing Party’s interest in such Confidential Information, and the provisions of the Agreement, and have been instructed to comply with Law the applicable provision of Article 7 of the Agreement; and (provided that B) are bound by legally binding confidentiality obligations to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations on terms that are no less restrictive onerous than those set forth out in the Agreement, and (4) BNY Mellon may disclose which extend to such Confidential Information. The Receiving Party shall ensure that all those Representatives or other recipients who have access to the Confidential Information of Voya the Disclosing Party comply with the provisions of the Agreement, and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (Receiving Party shall be liable to the extent instructed Disclosing Party for any acts or omissions of any such Representative or other recipients, that would, if effected by Voya)the Receiving Party, in each case, to constitute a breach of the extent necessary to provide the ServicesAgreement.

Permitted Disclosure. A (a) Notwithstanding Section 7.1, prior to making any regulatory filing with a Governmental Authority of this Agreement or the information contained herein (including a Form 8-K or Form 10-K filed by Hartford), the disclosing Party shall provide the other Party with a reasonable opportunity to comment on such documents and the redacted form of such documents, as applicable. (b) Notwithstanding Section 7.1, in the event that any Party is requested under Applicable Law (including by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose Confidential Information, it is agreed that the disclosing Party shall provide the other Party with prompt notice of such event (to the extent possible) so that the non-disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the applicable provisions of this Agreement by the disclosing Party; it being understood and agreed that, in the event that any Party, in the reasonable judgment of its counsel, is required under Applicable Law (including by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process), to disclose Confidential Information, the disclosing Party may make such disclosures as required under such Applicable Law. In the event the non-disclosing Party determines to seek such protective order or other remedy, the disclosing Party shall cooperate with the non-disclosing Party in seeking such protective order or other remedy. In the event that such protective order or other remedy is not obtained and disclosure of Confidential Information is required, or the non-disclosing Party grants a waiver hereunder, (i) the disclosing Party (the “Receiving Party”A) may disclose relevant aspects may, without liability hereunder furnish that portion (and only that portion) of the Confidential Information Material which, based upon the written advice of the other Party (the “Disclosing Party”) counsel to the officersdisclosing Party, directors, employees, professional advisors such Party is legally required to disclose and (including accountants B) shall exercise its commercially reasonable efforts to have confidential treatment accorded any Confidential Information so furnished and insurers), Affiliates, contractors and (ii) the Parties agree to consult with each other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) as to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent form and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice substance of such disclosure and works provide the other with the Disclosing Party a reasonable time to resist or limit the scope of review and comment on such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry as and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicespossible.

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects obligation of non-use and non-disclosure set forth in Section 12.1, the Confidential Information of Parties recognize the other Party (the “Disclosing Party”) need for certain exceptions to the officersthis obligation, directorsspecifically set forth below in this Section 12.2, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the AgreementSections 12.3, 12.4 and 12.5. In addition, (1) subject to Section 12.07, the The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party is: (a) made in response to resist a valid order of a court or limit the scope of such disclosure and further other Governmental Authority; provided that the Receiving Party limits such disclosure shall, to the information or records required to satisfy the request or inquiry and extent permitted by Applicable Law, first have given notice to the entity (Disclosing Party and given the Disclosing Party a reasonable opportunity, at the Disclosing Party’s expense, to quash such order or entities) to whom obtain a protective order or confidential treatment; and provided further that the Confidential Information disclosed in response to such disclosure court or governmental order shall be limited to that information which is legally required to be made), (2) each Party may disclose Confidential Information of the other Party disclosed in response to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal court or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and governmental order; (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide exercise the Servicesrights granted to or retained by the Receiving Party, or perform obligations, under this Agreement, including in obtaining or enforcing a Patent in accordance with this Agreement, prosecuting or defending litigation, responding to an investigation by a Governmental Authority, or otherwise establishing rights or enforcing obligations under this Agreement, submitting Regulatory Materials to Regulatory Authorities with respect to Licensed Products in accordance with this Agreement, or conducting Development with respect to Licensed Products in accordance with this Agreement; or (c) made by the Receiving Party to its attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, or Sublicensees, existing or prospective investors or acquirers, prospective financing sources, or other Third Parties as may be necessary in connection with a financing or acquisition activities, or useful in connection with Exploitation of the Licensed Compounds or Licensed Products as contemplated by this Agreement (including disclosure to existing or prospective investors in connection with a Party’s projected revenues based on each Party’s sales forecasts) or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided that such Persons shall be subject to commercially reasonable obligations of confidentiality and non-use with respect to such Confidential Information.

Permitted Disclosure. A Party (the “Receiving Party”a) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurersExcept as permitted under section 3(b), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Sponsored Party may disclose Confidential Information of only to: (i) The Sponsored Party’s employees, contracted staff, officers, and directors who have a need to know the Disclosing Party to Confidential Information for the extent required to comply with Law (provided that to the extent permissible by Lawuses specified in section 2, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Sponsored Party limits such informs each individual to whom the information is disclosed of the confidential nature of the information and the restrictions on its use and disclosure under these Supplemental Terms. (ii) The Sponsored Party’s affiliates and subcontractors (each a “Permitted Party”) but only if: (x) each Permitted Party has a need to know the information to assist the Sponsored Party in undertaking any of the uses described in section 2; (y) the Sponsored Party binds each Permitted Party that obtains Confidential Information to written confidentiality obligations and restrictions substantially similar to those obligations and restrictions applicable to the information Sponsored Party under this Sponsorship Agreement; and (z) the Permitted Party agrees to impose those confidentiality obligations and restrictions on its employees, contracted staff, officers, and directors. The Sponsored Party is responsible for any unauthorized duplication, disclosure, or records required use of Confidential Information by a Permitted Party. (b) (i) If the Sponsored Party uses, embeds, or implements Technical Documentation as a component of or in combination with a Sponsored Party Product that is distributed to satisfy the request or inquiry FRFS Participants and to the entity (or entities) to whom such disclosure is required to be madetheir affiliates in accordance with section 2(b), (2) each the Sponsored Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating Technical Documentation to the Services to the Voya Funds FRFS Participant and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, affiliates only to the extent necessary for the Sponsored Party Product to provide function for its intended purposes (as reflected in the Sponsored Party Product’s documentation), and only provided that the Sponsored Party, prior to disclosure of Technical Documentation: (x) confirms that the FRFS Participant is an active user of Federal Reserve Financial Services; and (y) binds the FRFS Participant and any affiliates thereof that receive such Sponsored Party Product to written confidentiality obligations and restrictions substantially similar to those obligations and restrictions applicable to the Sponsored Party under this Sponsorship Agreement. From time to time, the Federal Reserve Banks may request, and the Sponsored Party shall promptly provide, a list of all FRFS Participants and their affiliates to which the Sponsored Party has disclosed Technical Documentation under this section 3(b)(i).

Permitted Disclosure. 10.2.1. A Party (the “Receiving Party”) may disclose relevant aspects information it has received in the event one of the following conditions are met: i) If it can demonstrate by written evidence that all Parties have agreed to such disclosure. The Parties agree that the exchange of information between the Parties and ANIDOA parties in the context of Article 9.2.1 viii) of this Agreement is always considered as permitted disclosure; ii) If it can demonstrate by written evidence that the received information was known to it prior to the disclosure, through no breach of a confidentiality obligation towards the concerned Party; iii) If it can demonstrate by written evidence that the received information has come into the public domain through no fault or negligence of a Party to this Agreement. 10.2.2. Each Party shall be entitled to disclose Confidential Information to its Internal Representatives and/or External Representatives only if the following conditions are met: i) The Internal Representative or External Representative of a Party has a definite need to know such information for the execution of its assignment which must be strictly related to the performance of the Agreement. Each Party shall directly assume full responsibility for any acts of its Internal Representative or External Representative related to the disclosed Confidential Information; ii) The Internal Representative or the External Representative is informed by the Party of the confidential nature of the Confidential Information and is bound to respect the confidential nature of the other Party (the “Disclosing Party”) Confidential Information and undertakes not to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes use such Confidential Information to be held in confidence by the recipient for any purpose other than as is strictly related to the same extent and performance of their responsibilities in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply connection with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such this Agreement under terms at least equivalent to the terms of the Agreement; iii) The necessary procedures and protections must have been put into place by the disclosing Party so as to prevent disclosure and further provided that use of such Confidential Information in the Receiving event such Person is no longer an Internal Representative or External Representative of the disclosing Party; iv) Consistently with Article 12.2.2 i), the disclosing Party limits is and shall at all times remain fully liable for any breach by its Internal Representative or External Representative of the confidentiality obligations; and v) The disclosing Party undertakes to have sufficient procedures and protections in place in order to enforce and maintain confidentiality and prevent any unauthorized use and/or disclosure of such disclosure to the information or records required to satisfy the request or inquiry Confidential Information by its Internal and to the entity (or entities) External Representatives to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information is disclosed. 10.2.3. In cases of the other Party doubt as to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose whether information is Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon whether Confidential Information may be disclosed pursuant to this Article, confidentiality shall be maintained until written confirmation has been obtained from the other Parties that one of the above exclusions under Article 10.2.1 applies. 10.2.4. Each Party is entitled to disclose at its own initiative Confidential Information to its relevant NRA and/or Competent Authority provided to Voya Fund Investors (that: i) such relevant NRAand/or such Voya Fund Investors’ representatives or designeesCompetent Authority is informed by the recipient Party of the confidential nature of the Confidential Information; and ii) and (b) any such Voya Fund or third party receiving such Confidential Information does not represent opinion or data of BNY Mellon shall be subject one or several other Parties; iii) For the avoidance of any doubt, Parties are entitled to confidentiality obligations disclose individual costs incurred by Party or its individual obligation(s) related to this Agreement to its relevant NRA and/or Competent Authority. It is understood that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (this provision does not apply to the extent instructed by Voya)Individual Input Data, in each caseResults, to the extent necessary to provide the ServicesPreliminary Market Coupling Results and Market Coupling Results.

Permitted Disclosure. A Party Subject to Clause 13.9 (Highly Sensitive Information), the “Receiving Party”consent referred to in Clause 13.2 (Confidential Information) may disclose relevant aspects shall not be required for disclosure by the Recipient of the Confidential Information of the other Party (the “Disclosing Party”) any confidential information: 13.4.1 to the its officers, directors, employees, professional advisors (including accountants representatives and insurers)agents or to its Associated Companies and their officers, Affiliatesemployees, contractors representatives and other agents of the Receiving Party (includingagents, with respect to BNY Mellon, entities that perform Indirect Activities) in each case to the extent that: (A) such disclosure is necessary for the current or future performance purposes of the Receiving Party’s obligations Project or in relation to matters contemplated by this Concession Agreement; (B) those officers, employees, representatives and agents need to know the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information relevant confidential information in order to be held perform their duties in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works connection with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity Project; or (or entitiesC) to whom such disclosure is required to enable the Recipient to carry out its obligations or exercise its rights under this Concession Agreement, and who shall in each case be made), (2) each Party may disclose Confidential Information made aware by the Recipient of its obligations under this Concession Agreement and who shall be required by the Recipient to observe the same restrictions on the use of the other Party to Governmental Authorities having jurisdiction over such Partyrelevant information as are contained in this Clause 13 (Confidentiality); 13.4.2 where the RoL is the Recipient, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services Parliament and the Government of the Republic of Lithuania, including all ministries and ministers, and each of their respective officers, employees, representatives and agents, in each case to the Voya Funds extent reasonably necessary: (A) to comply with the Government of the Republic of Lithuania's statutory functions and their external auditors duties; (B) for the implementation of any relevant policy of the Government of the Republic of Lithuania; (C) for the purposes of national security or safety; or (D) for the purposes of approving or issuing opinions in connection with a response this Concession Agreement and the Project, and who shall in each case be made aware by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) the Recipient of its obligations under this Concession Agreement and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon who shall be required by the Recipient to observe the same restrictions on the use of the relevant information as are contained in this Clause 13 (Confidentiality); 13.4.3 subject to Clause 13.5, to its professional advisers who are bound to the Recipient by a duty of confidence which applies to any information disclosed; 13.4.4 subject to Clause 13.5, to its insurers upon obtaining an undertaking of confidentiality obligations for the benefit of the Recipient equivalent to that are no less restrictive than those set forth contained in this Clause 13 (Confidentiality); 13.4.5 subject to Clause 13.5, to potential or actual Financiers upon obtaining an undertaking of confidentiality for the benefit of the Recipient equivalent to that contained in this Clause 13 (Confidentiality); 13.4.6 to Shareholders, a direct or indirect investor in the AgreementPCO (other than a direct or indirect investor in a RoL Nominee) or persons with whom the PCO and/or any Shareholder(s) are in discussions in relation to becoming a Shareholder or a direct or indirect investor in the PCO (other than a direct or indirect investor in a RoL Nominee) upon obtaining an undertaking of confidentiality for the benefit of the Recipient equivalent to that contained in this Clause 13 (Confidentiality); 13.4.7 to the minimum extent required by applicable law (including to any Regulator) or by the regulations of any stock exchange or regulatory or supervisory authority to which the Recipient or any of its Associated Companies is subject or pursuant to any binding order of any court of competent jurisdiction or other Competent Authority or tribunal; 13.4.8 to a court or tribunal in relation to any Dispute or in relation to any claim in connection with the Project made under an Investment Protection Treaty; or 13.4.9 to the Parliament and the Government of the Republic of Latvia and the Parliament and the Government of the Republic of Estonia (as applicable), including all ministries and ministers, and each of their respective officers, employees, representatives and agents (4"Regional Partner Government") BNY Mellon may disclose (whether directly or via the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by VoyaShareholders), in each case, case to the extent necessary reasonably necessary: (A) to provide comply with the Servicesstatutory functions and duties of the Regional Partner Government; (B) for the implementation of any relevant policy of the Regional Partner Government; (C) for the purposes of national security or safety; or (D) for the purposes of approving or issuing opinions in connection with this Concession Agreement and the Project, and who shall in each case be made aware of the Recipient's obligations under this Concession Agreement and who shall be required by the Recipient to observe the same restrictions on the use of the relevant information as are contained in this Clause 13 (Confidentiality).

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating as expressly permitted by this Agreement or if and to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no extent such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patent Rights as permitted by this Agreement, and ; (4ii) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds prosecuting or defending litigation as permitted by this Agreement; (iii) complying with applicable court orders or governmental regulations; and (iv) disclosure to (a) BNY Mellon Affiliates, (b) BNY Mellon AgentsCompany and potential or actual subcontractors, Partners, assignees and Change of Control counterparties, (c) other third parties Third Parties in connection with due diligence or similar investigations by such Third Parties and (d) disclosure to the extent instructed by Voya)potential Third Party investors or financial institutions or advisors, provided that, in each case, that any such Third Party agrees to be bound by obligations of confidentiality and non-use, such obligations of confidentiality to contain a confidentiality period of at least [***] or another commercially reasonable period of time but not less than [***], except for disclosures of financial deal terms to Third Party investors or financial institutions in connection with due diligence or similar investigations, in which case, the confidentiality period pertaining to this information will be no less than [***]. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Sections 18.2(ii) or 18.2(iii), then it will, except where impracticable, give reasonable advance notice to the extent necessary other party of such disclosure and use efforts to provide secure confidential treatment of such information at least as diligently as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the ServicesParties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The Parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission (or any other relevant agency or body related to a regulated stock exchange) or as otherwise required by Applicable Law.

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) foregoing, the Recipient may disclose relevant aspects Confidential Information: (a) to such Personnel of the Recipient as is reasonably necessary for the Recipient to perform its obligations or exercise its rights under this Agreement provided such Personnel of the Recipient have a legally binding obligation to be bound by the obligations of the Recipient hereunder or are subject to confidentiality obligations with the Recipient that apply to the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations are at least as stringent as those contained in this Agreement. The Recipient shall be liable to the Disclosing Party for any breach of this Agreement by the Recipient or by its directors, officers, employees, or Personnel; (b) with the written consent of the Disclosing Party; or (c) if, in the opinion of its legal counsel, the Recipient is required by applicable securities or other Laws, legal process, regulations, or the rules of any securities exchange on which the Recipient’s securities (or as otherwise permitted under the Agreement); provided that securities of a related body corporate of the Receiving Party causes such Recipient) are listed, to make any disclosure of Confidential Information Information, other than where the Recipient’s obligation to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information has arisen as a result of an act or omission on behalf of the Recipient (or said related body corporate), the Recipient may make such disclosure, but only of that portion of the Disclosing Party to the extent required to comply with Law (provided Party’s Confidential Information that to the extent permissible is legally required. The Recipient will, if permitted by applicable Law, consult with the Receiving Disclosing Party provides in advance of such disclosure and provide the Disclosing Party with prior notice a copy of any proposed written disclosure in advance such disclosure and works with that the Disclosing Party shall have a reasonable opportunity to resist protect its Confidential Information. If such advance consultation is not reasonably practicable or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each caselegally permitted, to the extent necessary to permitted under applicable Law, the Recipient shall provide the ServicesDisclosing Party with a copy of any written disclosure or a detailed summary of any unwritten disclosure made by the Recipient, as applicable, as soon as practicable thereafter.

Permitted Disclosure. A The Receiving Party (the “Receiving Party”) may disclose relevant aspects the Disclosing Party’s Confidential Information to Authorised Personnel on a strictly need to know basis and provided that: such Authorised Personnel know of the Confidential Information confidential nature of the other Party (information and that they owe a duty of confidence to the “Disclosing Party”) , before any disclosure; such Authorised Personnel are subject to the officers, directors, employees, professional advisors (including accountants written confidentiality obligations equivalent to those set out in this agreement; and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary remains responsible at all times for the current or future performance Authorised Personnel’s compliance with the obligations set out in this agreement and remains liable for any breach of the Receiving Party’s such obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required by law, or by any governmental or other regulatory authority, or by any court of competent jurisdiction provided that: to be made)the extent it is legally permitted to do so, (2) each Party may disclose Confidential Information it gives the other party as much notice of the disclosure as possible; where notice of disclosure is not prohibited and is given in accordance with this Clause 3.2, it takes into account the reasonable requests of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating party in relation to the Services content of the disclosure; it takes into account the exemptions from disclosure available under the Freedom of Information Xxx 0000 and/or the Environmental Information Regulations 2004. The obligations of confidentiality set out in this agreement shall not apply to information which the Voya Funds and their external auditors Receiving Party can demonstrate: was lawfully in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose its possession before the Confidential Information was disclosed to it by the Disclosing Party; was, or is, lawfully received from an independent third party without any obligation of Voya and confidentiality; was, or is, independently developed by the Voya Funds to (a) BNY Mellon AffiliatesReceiving Party without access or use of the Disclosing Party’s Confidential Information; and/or was, (b) BNY Mellon Agentsis, and (c) other third parties (or becomes generally available to the extent instructed by Voya), in each case, to public through no fault of the extent necessary to provide the ServicesReceiving Party.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in this Section 5 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: 5.4.1. Is made to the Receiving Party’s or its Affiliates’ employees, officers or directors, and, when Bluebird is the Receiving Party, to its potential and actual sublicensees’ employees, officers, directors, and its agents, consultants and contractors (“Representatives”), for purposes the Receiving Party reasonably deems necessary for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such recipients agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement ([***]), and the Receiving Party shall be responsible for and 5.4.2. Is deemed necessary by the Receiving Party to be disclosed to attorneys, independent accountants, potential or actual acquirers, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that, except with respect to the disclosure of pro forma financial projections, all such recipients are, or agree to be, bound by confidentiality and non-use obligations and the Receiving Party shall be responsible for and liable under this Agreement with respect to any breach of its confidentiality and non-use obligation caused by them; or 5.4.3. Is required to comply with Law (provided that to the extent permissible by applicable Law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each upon request, reasonably cooperate with any efforts by the Disclosing Party may to challenge, limit or receive confidential treatment for, the required disclosure, (iii) only disclose the minimum Confidential Information necessary to comply, as determined by the Receiving Party’s legal counsel, and (iv) in the event of a limited disclosure of any Confidential Information as required by applicable Law, continue to treat such information as Confidential Information of the Disclosing Party for all other Party to Governmental Authorities having jurisdiction over such Party, purposes and subject to this Section 12.035. 5.5 Publicity. Subject to Section 5.6, (3) Voya may disclose Confidential Information of BNY Mellon any proposed publication, news release or other public announcement by a Party relating to this Agreement, the Services to the Voya Funds terms and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those conditions set forth in the this Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (or to the extent instructed by Voya)performance hereunder that would disclose information other than that already expressly in the public domain prior to such publication, news release or other public announcement, shall only be made with the prior written consent of the other Party. Neither SIRION nor its Affiliates shall use the names of Bluebird or any its Affiliates or any of their respective compounds or products in each caseany proposed publication, to news release or other public announcement or other public document without the extent necessary to provide the Servicesprior written consent of Bluebird.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information Notwithstanding clause 17.1, a party may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may only disclose the Confidential Information of Voya another party: (i) to its employees, legal advisers, financial advisers, auditors and its Related Bodies Corporate to the Voya Funds extent such persons require the Confidential Information and provided such persons are under an obligation to keep the Confidential Information confidential on terms consistent with this clause 17; (aii) BNY Mellon Affiliateswith the prior written consent of the other party; (iii) if the Confidential Information is, at the date of this Agreement, lawfully in the possession of the recipient of the Confidential Information through sources other than the party who supplied the Confidential Information; (iv) to the extent required by Applicable Law; (v) for the enforcement of any criminal law; (vi) if strictly and necessarily required in connection with legal proceedings or any court order relating to this Agreement; or (vii) if the Confidential Information is publicly available other than as a result of breach of confidence or breach of this Agreement by the party receiving the Confidential Information. (b) BNY Mellon AgentsSubject to clause 17.2(c) below, if a party discloses any Confidential Information under clauses 17.2(a)(i) to 17.2(a)(vii), then the disclosing party must promptly notify the other parties to this Agreement as to the disclosure advising to whom such Confidential Information has been made available and the purpose for which the Confidential Information has been disclosed. (c) If a party is required by Applicable Law to disclose any Confidential Information or disclose Confidential Information to a Government Authority, then the disclosing party must before doing so: (i) notify the other third parties to this Agreement; and (ii) to the extent instructed by Voyareasonably possible, give any affected party a reasonable opportunity to take any steps necessary to protect the confidentiality of that information. (d) If a party discloses information under any of clauses 17.2(a)(i) to 17.2(a)(vi), that party must use best endeavours to ensure that the persons receiving such Confidential Information do not disclose the Confidential Information except in each case, the circumstances permitted at clauses 17.2(a)(i) to the extent necessary to provide the Services17.2(a)(vi).

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects provisions of the Confidential Information of the other Party (the “Disclosing Party”) to the officersSection 9.5, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving a receiving Party may disclose Confidential Information of the Disclosing disclosing Party to the extent required such disclosure is (a) made in response to comply with Law (provided a valid order or subpoena of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, that to the extent permissible by Law, the Receiving receiving Party provides the Disclosing other Party with prior written notice of such disclosure and works with the Disclosing Party (if practicable) in order to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of permit the other Party to Governmental Authorities having jurisdiction over seek a protective order or other confidential treatment of such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required to be disclosed in such response to such court or governmental order or subpoena; (b) otherwise required by Applicable Law; provided, that receiving Party provides the disclosing Party with prior written notice of BNY Mellon relating such disclosure (if practicable) in order to permit the Services disclosing Party to seek a protective order or confidential treatment of such Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required by Applicable Law to be disclosed; (c) made by the Voya Funds and their external auditors receiving Party to an Agency, as required to obtain or maintain Regulatory Approvals; provided that reasonable efforts shall be used to ensure confidential treatment of such Confidential Information; (d) made by the receiving Party to a Third Party as may be necessary or useful in connection with the commercialization of a response Product (including the manufacture of a Product); provided the Third Party is bound by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to written confidentiality obligations that are no less restrictive than protective that those set forth in the this Agreement, and ; (4e) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds made by receiving Party to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (a U.S. or foreign tax authority to the extent instructed legally required by Voya), Applicable Law to be disclosed; (f) made by receiving Party to its representatives or to Third Parties in each case, connection with sublicensing or financing activities of the receiving Party; provided that the Third Party is bound by written confidentiality obligations no less protective that those set forth in this Agreement; (g) made by receiving Party to the extent necessary comply with Applicable Laws related to provide the Servicessecurities laws disclosure requirements or any disclosure requirements of any applicable stock market or securities exchange; or (h) made in accordance with Section 9.7.

Permitted Disclosure. A Either Party (the “Receiving Party”) may disclose relevant aspects of the other’s Confidential Information of the other Party (the “Disclosing Party”) to the general and limited partners, officers, directors, employees, professional advisors (including accountants and insurers), Affiliatesemployees, agents and contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s their obligations to the Disclosing Party (or as otherwise permitted under the Agreement)such Party; provided provided, however, that the Receiving Party causes such Confidential Information recipient is subject to be held in confidence by the recipient to the same extent and in the same manner confidentiality obligations at least as stringent as required under the this Agreement. In addition, (1) subject to Section 12.07, the Receiving either Party may disclose Confidential Information of the Disclosing other Party to the extent required to comply with any Law (provided provided, however, that to the extent practicable and permissible by Law, the Receiving Law such Party provides the Disclosing other Party with prior notice of any such disclosure and works with the Disclosing Party other Party, at such other Party’s expense, to resist or limit the scope of such disclosure and further and, further, provided that the Receiving disclosing Party limits limit any such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party Voya Group may disclose Confidential Information of the other Party Milliman Group to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03Voya Group, (3) Voya Group may disclose Confidential Information of BNY Mellon relating to this Agreement in connection with due diligence in connection with an acquisition, divestiture or other similar corporate transaction, provided that the Services recipient is subject to a non-disclosure agreement with Voya Group in which such recipient acknowledges and agrees that (a) Milliman Group does not make any representation or warranty as to the accuracy or completeness of the Confidential Information and (b) Milliman Group shall not have any liability resulting from such use of the Confidential Information and (4) Voya Funds Group may disclose terms and their external auditors conditions in the Agreement in connection with a response by Voya request for information or proposal for services to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditorsreplace the Services, provided that (a) no such BNY Mellon Confidential Information may be provided disclosure shall not include the Fees or attribute any past performance to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesMilliman Group.

Permitted Disclosure. A Party (the “Receiving Party”) Each party may disclose relevant aspects of the Confidential Information of belonging to the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) party to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner following instances: (a) in the case of Sublicensor, as required under the BU Agreement. In addition; (b) to obtain and maintain regulatory approvals with respect to a party’s Licensed Products or Licensed Processes, as applicable; (1c) complying with applicable court orders or applicable laws, rules or regulations; (d) disclosure to a party’s Affiliates and its and their contractors, consultants, agents, advisors, directors, officers and employees, provided that Confidential Information so disclosed shall remain subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law this Article 4; and (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such e) disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors Third Parties in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no similar investigations by such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the AgreementThird Parties, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds disclosure to (a) BNY Mellon Affiliatespotential Third Party investors in confidential financing documents; provided, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya)however, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. In addition, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to the extent necessary preceding clause (c), it will, except where not reasonably practical, give reasonable advance notice to provide the Servicesother party of such disclosure and, at the other party’s request and expense, cooperate with the other party’s efforts to secure confidential treatment of such information. The parties agree to consult in good faith in connection with the filing of this Agreement, including redaction of certain provisions of this Agreement, with the SEC, the NASDAQ stock exchange or any other stock exchange or governmental agency on which securities issued by a party or its Affiliate are traded; provided, that if the parties are unable to agree on the form or content of any required disclosure, such disclosure shall be limited to the minimum required as determined by the disclosing party in consultation with its legal counsel.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the 17.2.1 Each Limited Partner agrees that Confidential Information of the other Party (the “Disclosing Party”) provided to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party Limited Partner (or any Permitted Recipient of such Limited Partner) shall only be used by it in furtherance of its interests as otherwise permitted under the Agreement); provided that the Receiving Party causes such a Limited Partner. 17.2.2 Subject to Clauses 17.2.3 and 17.2.4, a Limited Partner shall be entitled to disclose Confidential Information to be held in confidence by the recipient a Permitted Recipient, which such Permitted Recipient needs to the same extent and in the same manner know as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice a result of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon Permitted Recipient being responsible for matters relating to the Services to Limited Partner's investment in the Voya Funds and their external auditors Partnership or otherwise in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, such Permitted Recipient's responsibilities with such Limited Partner; provided that (a) no such BNY Mellon Confidential Information may Permitted Recipient understands the confidentiality obligations of such Partner and (i) has agreed in writing to be provided bound by substantially similar confidentiality requirements as if such Permitted Recipient was a Limited Partner or (ii) is otherwise required by a legal or professional obligation to Voya Fund Investors (or keep such Voya Fund Investors’ representatives or designees) information confidential and (b) such Partner shall be liable for any breach of this Clause 17 (Confidentiality) by such Voya Fund Permitted Recipient. Each Limited Partner acknowledges and agrees that the General Partner or third party receiving such its Affiliates may provide Confidential Information directly to one or more Permitted Recipients of BNY Mellon such Limited Partner and, in each such case, for all purposes of this Agreement, such Limited Partner shall be treated as having received such information directly from the General Partner or its Affiliates and such Limited Partner having further disclosed such information to such Permitted Recipient (which disclosure will be subject to the terms and conditions hereunder). 17.2.3 The General Partner, in its sole discretion, may additionally require a Permitted Recipient to enter into an agreement directly with the Partnership under the terms of which the Permitted Recipient agrees to be bound by substantially similar confidentiality obligations that are no less restrictive than those set forth in obligations. 17.2.4 To the Agreement, and (4) BNY Mellon may disclose the extent a Limited Partner is required by its by-laws or partnership or organisational agreement to share any Confidential Information with its equity holders for their use in furtherance of Voya and the Voya Funds to their interests as equity holders of such Limited Partner, it may share such information with its equity holders; provided that: (a) BNY Mellon Affiliates, such Limited Partner receives prior written approval from the General Partner as to the type of such information to be provided by such Limited Partner to its equity holders; (b) BNY Mellon Agents, and the recipients of such information are advised in writing of the confidentiality obligations of the Limited Partner; (c) other third parties such recipients have agreed in writing to be bound by substantially similar confidentiality requirements (as determined by the General Partner); and (d) neither such Limited Partner nor any of its equity holders have breached such confidentiality obligations. 17.2.5 A Limited Partner (or any Permitted Recipient of such Limited Partner) shall be entitled to disclose any Confidential Information if such Limited Partner (or any Permitted Recipient of such Limited Partner) is required to do so by applicable law or regulations, including but not limited to the extent instructed by VoyaRules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), in ; provided that each caseLimited Partner acknowledges and agrees that it shall, to the extent necessary legally permissible, promptly notify the General Partner upon receipt of any notice from a governmental or quasi-governmental agency (or any other agency, institution or entity) or a court or administrative decision demanding that such Limited Partner (or any Permitted Recipient of such Limited Partner) release any Confidential Information and shall not release such Confidential Information thereto for at least ten (10) Business Days following such notification to provide the ServicesGeneral Partner unless otherwise required by law to release it prior to the expiration of such ten (10) Business Day period and such Limited Partner shall cooperate (or procure the cooperation) with the General Partner to preserve the confidentiality of such information consistent with applicable law (including limiting the information disclosed to only such information that is finally determined to be required under applicable law).

Permitted Disclosure. A Party (the “Receiving Disclosing Party”) may disclose relevant aspects or permit the disclosure of the Confidential Information of the other Party (the “Disclosing Party”) Information: to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) its employees to the extent such disclosure that it is reasonably necessary for the current and to any person (including insurance, legal, technical and financial advisers, auditors and accountants) engaged in providing any goods, works or future performance of the Receiving Party’s obligations services to the Disclosing Party (in connection with and for the purposes of this contract; in the case of the heat supplier to any replacement heat supplier or as otherwise permitted any entity engaged or which may be engaged on or following the termination of this contract to perform any of the obligations of the heat supplier under this contract; to the Agreement); provided extent that the Receiving Party causes such Confidential Information to be held in confidence by the recipient confidential information: has become publicly available or generally known to the same extent and public at the time of such disclosure otherwise than as a result of a breach of this Clause 17. was already in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information unrestricted possession of the Disclosing Party prior to receiving or obtaining such confidential information as a result of entering into or performing this contract; and was lawfully received or obtained by the Disclosing Party from any person without restriction on its use or disclosure; to enable a determination to be made under Clause 27 (Dispute Resolution Procedure). when required to do so in any jurisdiction: by Law; by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; or by any securities exchange, Recognised Investment Exchange or regulatory or governmental body having jurisdiction over it wherever situated; to any regulatory or governmental body (including any Regulatory Body) in any jurisdiction and having jurisdiction over: the Disclosing Party; or the obtaining, monitoring and/or enforcement of any Authorisation; to enable any registration or recording of any Authorisation; to a relevant tax authority in any jurisdiction to the extent required to comply with Law (provided that to for the extent permissible by Law, proper management of the Receiving Party provides taxation affairs of the Disclosing Party with prior notice Party; to insurers for the purpose of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom obtaining any insurances; if such disclosure is expressly permitted by some other provision of this Agreement or if the other Party has given prior written approval to the disclosure (such approval not to be unreasonably withheld or delayed). Subject to Clause 17.3.2 and Clause 17.4 if a Party is required to be made), (2) each Party may disclose Confidential Information in a manner permitted by Clause 17.2.2, or Clause 17.2.9 then it shall: inform the person to whom Confidential Information is to be disclosed of the other restrictions contained in this Agreement; and ensure that such person shall observe such restrictions notwithstanding that such person is not Party to Governmental Authorities having jurisdiction over such Partythis Agreement. For the avoidance of doubt, subject a Party is deemed to Section 12.03have satisfied its obligation in Clause 17.3.1(b) if, (3) Voya may disclose Confidential Information of BNY Mellon relating prior to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information disclosure of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and Information, it enters into a contract with the Voya Funds person referred to (ain Clause 17.3.1(b) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (which contains an equivalent confidentiality arrangement to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesthis Clause 17.

Permitted Disclosure. A Each Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of provided by the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is reasonably necessary in the following instances: (1) disclosure to governmental or other regulatory agencies in order to obtain Patents on Licensed Technology or to gain or maintain approval to conduct Clinical Trials or to market Licensed Product (in each case to the extent permitted by this Agreement), but such disclosure may be only to the extent reasonably necessary to obtain Patents or authorizations; (2) complying with applicable court orders or governmental regulations, including without limitation rules or regulations of the Securities and Exchange Commission, or by rules of the National Association of Securities Dealers, any securities exchange or Nasdaq, NYSE, etc.; provided, however, that the receiving Party shall first have given notice to the other Party hereto in order to allow such Party the opportunity to seek confidential treatment of the Confidential Information; (3) disclosure by Licensee to Related Licensee Parties or distributors for the sole purpose of conducting Development, Manufacturing and/or Commercialization of the Licensed Compounds and Licensed Products on a “need-to-know” basis, in accordance with the terms and conditions of this Agreement on the condition that such Related Licensee Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement; provided the term of confidentiality for such Related Licensee Parties shall be no less than five (5) years, except in respect of trade secrets or Know-How where the provisions of Section 10.01(a) shall apply; provided that the Licensed Technology should be carefully disclosed by Disclosing Party, and only to the extent absolutely required, and provided however that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursual to this Section 10.01(c)(3) to treat such Confidential Information as required under this ARTICLE X, and provided in case of termination of this Agreement, Licensee must provide Licensor with a copy of all confidentiality, non-disclosure and other agreements entered into with such Third Parties; and (4) disclosure to consultants, agents or other current or future performance potential Third Parties investors, lenders or merger partners, and consultants and advisors of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party solely to the extent required to comply accomplish the purposes of this Agreement or in connection with Law due diligence or similar investigations by such Third Parties investors, and disclosure to potential Third Party investors in confidential financing documents, in each case on a “need-to-know basis” and on the condition that such Third Parties investors agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement or for the purposes of such financing; provided the term of confidentiality for such Third Parties investors shall be no less than five (5) years, except in respect of trade secrets or Know-How where the provisions of Section 10.01(a) shall apply, and provided that the Licensed Technology should be carefully disclosed by the Licensee, and only to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure absolutely required and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided however that the Receiving Party limits such disclosure shall remain responsible for any failure by any Person who receives Confidential Information pursuant to the information or records required to satisfy the request or inquiry and to the entity (or entitiesthis Section 10.01(c)(4) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving treat such Confidential Information as required under this ARTICLE X, and provided in case of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the termination of this Agreement, Licensee must provide Licensor with a copy of all confidentiality, non-disclosure and (4) BNY Mellon may disclose the Confidential Information of Voya other agreements entered into with such Third Parties. If and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voyawhenever any confidential information is disclosed in accordance with this Section 10.01(c), in each case, such disclosure shall not cause any such information to the extent necessary cease to provide the Services.be Confidential Information

Permitted Disclosure. A Party (the “Receiving Party”i) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)made in response to a valid order of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction or otherwise required by law or regulation, in the opinion of counsel to the Receiving Party; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party, to the extent reasonably practicable under the circumstances, an opportunity to quash such order or to obtain a protective order requiring that the Confidential Information of the Disclosing Party or documents that are the subject of such order be held in confidence by such court or governmental body; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information of the Disclosing Party disclosed in response to such court or governmental order or as otherwise required by law or regulation shall be limited to that information that is legally required to be disclosed in such response to such court or governmental order or otherwise required by law or regulation. (2ii) each Party Purchaser may disclose Confidential Information of Seller, to the other Party extent such Confidential Information is related to Governmental Compound or Product, to the extent that such disclosure is required to be made to Regulatory Authorities having jurisdiction over in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such Party, subject to Section 12.03, information. (3iii) Voya Purchaser may disclose Confidential Information of BNY Mellon relating Seller, to the Services extent such Confidential Information is related to the Voya Funds and Compound or Product, to its Affiliates or its or their external auditors attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees or acquirers, or other Third Parties as may be necessary or useful in connection with a response by Voya the importation, manufacture, use, marketing, offering for sale and/or sale of Compound and Product in the Territory (including manufacture outside of the Territory for sale in the Territory); provided, however, that, except in the cases of disclosure to requests for informationPersons subject to professional duties of nondisclosure, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information at least as restrictive as the obligations of confidentiality and non-use of Purchaser pursuant to this Section 10.8 (except that are no less restrictive than those set forth in the Agreementcase of disclosure of data relating to the safety or efficacy of Compound or Product, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (such obligation shall not be required solely to the extent instructed by Voyathat Purchaser customarily would disclose its own confidential information under the circumstances without such obligation of confidentiality); provided, further, that to the extent such Confidential Information also relates to products other than Compound and Product and such disclosure of such Confidential Information would reasonably be expected to have an adverse impact on such other product, Purchaser shall inform Seller thereof, shall consult with Seller with respect to the disclosure of such Confidential Information, and shall consider in good faith the comments of Seller with respect to such disclosure with a view to minimizing any such adverse impact, in each case, case prior to the extent necessary to provide the Servicesdisclosing such Confidential Information.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) In addition to the officers, directors, employees, professional advisors (including accountants exceptions contained in Section 1.48 and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.0712.1, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (a) to comply with Applicable Law (including any securities law or regulation or the rules of a securities exchange pursuant to Section 12.3(d) below) or the order of a court of competent jurisdiction; provided that to the extent permissible by Lawthat, where legally permissible, the Receiving Party provides the Disclosing Party with promptly, but in any case, if reasonably possible, not later than [***] prior notice of to such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each casedisclosure, to the extent necessary permitted by Applicable Law, notifies the Disclosing Party of such obligation sufficiently, so as to provide allow the ServicesDisclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and fully cooperates with the Disclosing Party, if so requested, in maintaining the confidentiality of such information by applying for a protective order or any similar legal instrument. In any event, the Receiving Party shall only disclose such Confidential Information to the extent required under Applicable Law and shall continue to treat such information as Confidential Information for all other purposes under this Agreement; (b) to prosecute or defend litigation or to otherwise exercise its rights or perform its obligations in Section 9.4, to obtain or maintain Regulatory Approvals and other regulatory filings and communications, to file or prosecute Patent applications as contemplated by this Agreement and to enforce Patent rights in connection with the Receiving Party’s rights and obligations pursuant to this Agreement; (c) to allow the Receiving Party to exercise its rights and perform its obligations under this Agreement, including that Eidos shall have the right to disclose to Eidos’ Third Party licensees or Sublicensees the Development activities of Bayer as provided by Bayer in Section 3.4; provided that such Third Party licensees grant Eidos reciprocal rights to disclose their Development activities to Bayer and that such disclosure is covered by written obligations of confidentiality and non-use that are substantially similar to those set forth herein; and (d) to bona fide prospective or actual purchasers, acquirers, licensees, Sublicensees, permitted assignees or merger candidates or to bona fide existing or potential investment bankers, investors, lenders, or financing sources solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration or license (“Other Recipients”), provided, that (i) such Other Recipients are bound by written obligations of confidentiality and non-use at least as stringent as those contained herein [***] and (ii) the failure of such Other Recipients to comply with the terms and conditions of this Agreement shall be considered a breach of this Agreement by the Receiving Party.

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held set forth in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.0713.1, the Receiving Party may disclose provide the Disclosing Party’s Confidential Information: (a) to the Receiving Party’s respective employees, consultants and advisors, and to the employees, consultants and advisors of such Party’s Affiliates, who have a need to know such information and materials for performing obligations or exercising rights expressly granted under this Agreement, provided that such Persons have an obligation to treat such information and materials as confidential consistent with this ARTICLE XIII; (b) to the Receiving Party’s potential or actual investors, financers, or acquirers as may be necessary in connection with their evaluation of such potential or actual investment, financing, or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this ARTICLE XIII. (c) to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct Clinical Trials or to gain Regulatory Approval with respect to the Licensed Product as contemplated by this Agreement; provided that such disclosure may be made only following reasonable notice to the Disclosing Party and to the extent reasonably necessary to seek or obtain such Patent Rights or approvals; or (d) if such disclosure is required by Law or court or administrative orders, or to comply with Law (defend or prosecute litigation or arbitration; provided that prior to such disclosure, to the extent permissible permitted by Law, the Receiving Party provides promptly notifies the Disclosing Party with prior notice of such disclosure and works requirement and, after reasonable consultation with the Disclosing Party and using efforts to resist or limit the scope secure confidential treatment of such disclosure and further provided Confidential Information at least as diligent as such Party would use to protect its own confidential information (but in no event less than reasonable efforts), furnishes only that portion of the Disclosing Party’s Confidential Information that the Receiving Party limits such disclosure to the information or records is legally required to satisfy furnish. Any information disclosed pursuant to this Section 13.3(d) remains the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Disclosing Party, subject to Section 12.03, (3) Voya may disclose . [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Information of BNY Mellon relating treatment has been requested with respect to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon omitted portions. Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designeesTreatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.240-24b-2

Permitted Disclosure. A In addition, each Party (shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as this Section 8, "Confidential Information," which shall include Disclosed Confidential Information and Shared Confidential Information, to consultants and other third parties for any purpose provided for in this Agreement. The Parties shall consult prior to the “Receiving Party”) may disclose relevant aspects submission of any manuscript for publication if the publication will contain any Confidential Information of the other Party (unless the “Disclosing Party”) laws and regulations applicable to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents third party submitting such manuscript prohibit such consultation. Such consultation shall include providing a copy of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) proposed manuscript to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations other Party at least sixty (60) days prior to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information proposed date of submission to be held in confidence a publisher, incorporating appropriate changes proposed by the recipient to other Party into the same extent manuscript submission and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose deletion of all Confidential Information of the Disclosing which such Party does not agree to the extent required to comply with Law (provided that to the extent permissible by Lawpublication. The foregoing notwithstanding, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided disclosed as a part of a patent application filed on inventions made under THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. this Agreement and during any official proceeding before a court or governmental agency if reasonably related and necessary to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such that proceeding. For the purpose of this Agreement, Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and not include such information that: (4i) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (was known to the extent instructed by Voya), in each case, receiving Party at the time of disclosure; or (ii) was generally available to the extent necessary public or was otherwise part of the public domain at the time of disclosure or became generally available to provide the Servicespublic or otherwise part of the public domain after disclosure other than through any act or omission of the receiving Party in breach of this Agreement; or (iii) became known to the receiving Party after disclosure from a source that had a lawful right to disclose such information to others; or (iv) was independently developed by the receiving Party where such independent development can be established by written documentation.

Permitted Disclosure. A In the event that a Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Disclosing Party shall promptly, to the extent permitted by Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Disclosing Party”) ’s sole expense, as the Seller shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Purchaser or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the other Party (the “Disclosing Party”) to the officersConfidential Information that is being disclosed. In any event, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (includingi) in response to a request by a governmental or regulatory authority having competent jurisdiction over the Receiving Party, its Affiliates or its or its Affiliates’ Representatives, as the case may be, or (ii) in connection with respect a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party, its Affiliates, the Royalty, the Milestones, the Purchased Assets or this Agreement. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Seller may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works as amended, with the Disclosing Party to resist Securities Exchange Act of 1934, as amended, or limit with any rule, regulation or legal process promulgated by the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information SEC or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality Seller’s obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.15.

Permitted Disclosure. A 7.2.1 Notwithstanding Article 7.1 a Party may disclose information it has received in the event one of the following conditions are met: i) If it can demonstrate by written evidence that all Parties have agreed to such disclosure; ii) If it can demonstrate by written evidence that the received information was known to it prior to the disclosure, through no breach of a confidentiality obligation towards the concerned Party; iii) If it can demonstrate by written evidence that the received information has come into the public domain through no fault or negligence of a Party to this Agreement; iv) Disclosing of information is required in order to comply with the applicable national Legal Provisions of the concerned Party or with a court or administrative order or for the purpose of dispute settlement according to Article 12. 7.2.2 Each Party shall be entitled to disclose Confidential Information to its corporate decision-making bodies (e.g. board of directors, general assembly, supervisory board), officers, employees, and legal representatives of companies’ under its Control or of companies that Control such Party (hereafter the “Receiving PartyInternal Representative”), subcontractors, agents, professional advisors, external consultants and insurers and attorneys-at-law (hereafter the “External Representative”), only if the following conditions are met:‌ a) may disclose relevant aspects The Internal Representative or External Representative of a Party has a definite need to know such information for the execution of its assignment which must be strictly related to the performance of the Agreement. Each Party shall directly assume full responsibility for any acts of its Internal Representative or External Representative related to the disclosed Confidential Information; b) The Internal Representative and the External Representative is informed by the Party of the confidential nature of the Confidential Information and is bound to respect the confidential nature of the other Party (the “Disclosing Party”) Confidential Information under terms at least equivalent to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents terms of the Receiving Agreement; c) The necessary procedures and protections must have been put into place by the disclosing Party (including, with respect so as to BNY Mellon, entities that perform Indirect Activities) to the extent such prevent disclosure is necessary for the current or future performance and further use of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under event such Person is no longer an Internal Representative or External Representative of the disclosing Party ; d) Consistently with Article 8 of the Agreement. In addition, (1) subject to Section 12.07, the Receiving disclosing Party may disclose Confidential Information is and shall at all times remain fully liable for any breach by an Internal Representative or External Representative of the Disclosing confidentiality obligations; and e) The disclosing Party undertakes to the extent required have sufficient procedures and protections in place in order to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice enforce and maintain confidentiality and prevent any unauthorized use and/or disclosure of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject by its Internal and External Representatives to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the whom Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesis disclosed.

Permitted Disclosure. A Nothing in this Article 8 (Confidentiality and Publication) shall restrict the Receiving Party (the “Receiving Party”) may disclose relevant aspects of the from disclosing Confidential Information of the other Disclosing Party (the “Disclosing Party”) or Product Information to the extent that such disclosure: 8.5.1 is made to governmental or other regulatory agencies in order to obtain patents addressed in this Agreement or to gain or maintain authorizations to conduct Clinical Trials or to market Licensed Products; provided that such disclosure is limited to the extent reasonably necessary to obtain such patents or authorizations and the Receiving Party takes reasonable measures to obtain confidential treatment from regulatory agencies for such information; 8.5.2 is made to (a) the Receiving Party’s Affiliates, potential and actual Sublicensees (with respect to BMS), employees, officers, directors, employeesagents, professional advisors (including accountants and insurers)consultants, Affiliates, contractors and or other agents of Third Parties for purposes the Receiving Party reasonably deems necessary or advisable for the exploitation of its rights (includingincluding its retained rights) or fulfillment of its obligations under this Agreement, or (b) bona fide potential or actual acquirors, investors, financing sources (including in any potential royalty financing), strategic partners, royalty purchasers, and their counsel (provided that, in each case, disclosure by Avidity as the Receiving Party of Confidential Information under this clause (b) shall be (A) limited[***] and (B) on a need to know basis as may be necessary in connection with their evaluation of such potential acquisition, investment, or collaboration); provided that, in each case ((a) and (b)), (i) all such recipients agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement and obligations of invention assignment sufficient for such Party to obtain rights from such personnel to meet its obligation to grant licenses to the other Party under this Agreement and (ii) the Receiving Party shall be responsible for and liable under this Agreement with respect to BNY Mellonany breach of its confidentiality and non-use obligations caused by such recipients; 8.5.3 is required to comply with Applicable Law, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current valid order of a court of competent jurisdiction, or future performance other judicial or administrative process of governmental authority or agency, including of the Receiving Party’s obligations to the Disclosing Party (United States Securities and Exchange Commission or as otherwise permitted under the Agreement)similar regulatory agency in other countries; provided that the Receiving Party causes such Confidential Information shall (a) promptly inform the Disclosing Party of the disclosure that is being sought in order to be held in confidence by provide the recipient Disclosing Party, where possible, an opportunity to challenge, limit or receive confidential treatment for the same extent and in the same manner as required under the Agreement. In additiondisclosure, (1b) subject to Section 12.07upon request, the Receiving Party may disclose Confidential Information of reasonably cooperate with any efforts by the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Lawchallenge, limit, or receive confidential treatment for, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agentsdisclosure, and (c) other third parties (only disclose the minimum Confidential Information necessary to comply, as determined by the Receiving Party’s legal counsel. Confidential Information or Product Information that is disclosed by judicial or administrative process, or through operation of Applicable Law or rules of a securities exchange shall remain otherwise subject to the extent instructed by Voya), confidentiality and non-use provisions set forth in each case, to this Article 8 (Confidentiality and Publication) unless released into the extent necessary to provide the Servicespublic domain through such process or operation of Applicable Law.

Permitted Disclosure. A (a) Without limiting Section 5.1 and except as provided in Section 5.9, in the event that a Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a Governmental Authority or required by applicable Law, regulation or legal process (including the “regulations of a stock exchange or Governmental Authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek (at the Disclosing Party”’s sole expense) an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Disclosing Party’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ Representatives, are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the other Party (the “Disclosing Party”) to the officersConfidential Information that is being disclosed. In any event, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (includingb) Notwithstanding the other provisions of this Article VIII, either Party may disclose Confidential Information (other than disclosure by Purchaser of any UT Confidential Information, which is addressed solely in Section 8.4(c) and as to which this Section 8.4(b) is not applicable) with respect to BNY Mellon, entities that perform Indirect Activities) the prior written consent of the Disclosing Party or to the extent such disclosure is reasonably necessary in the following situations: (i) prosecuting or defending litigation, including enforcing rights or remedies hereunder or responding to a subpoena in a third party litigation; (ii) for the current regulatory, tax or future performance of the Receiving Party’s obligations to the Disclosing Party customs purposes; (or as otherwise permitted under the Agreement); iii) for audit purposes, provided that the Receiving Party causes such each recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use no less rigorous than those in this Article VIII prior to be held any such disclosure; (iv) disclosure to (A) its Affiliates on a need-to-know basis in confidence by the recipient order for such Party to the same extent exercise its rights or fulfill its obligations under this Agreement and (B) its Representatives, provided that in the same manner as required under the Agreement. In additioncase of each of clause (A) and clause (B), (1) subject to Section 12.07, the Receiving Party may disclose each recipient of Confidential Information must be bound by contractual or professional obligations of confidentiality and non-use no less rigorous than those in this Article VIII prior to any such disclosure; (v) as set forth in Section 5.1 and Section 5.9 (which terms shall control in the Disclosing Party event of any conflict with this Section 8.4(b)); (vi) disclosure to its actual or potential investors and co-investors, actual or potential lenders and co-lenders, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the extent customarily required to comply consummate, report, monitor or exercise rights or take remedial action in connection with Law (provided such investment, financing transaction, partnership or collaboration and that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice each recipient of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information must be bound by contractual or professional obligations of the other Party confidentiality and non-use no less rigorous than those in this Article VIII prior to Governmental Authorities having jurisdiction over any such Party, subject to Section 12.03, disclosure; or (3vii) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya merger, acquisition or change of control (including to requests for information, proposal or fulfill due diligence from Voya Fund Investors inquiries related to a prospective merger, acquisition or Voya Auditorschange of control), provided that (a) no such BNY Mellon each recipient of Confidential Information may must be provided bound by contractual or professional obligations of confidentiality and non-use no less rigorous than those in this Article VIII prior to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving disclosure; or (viii) to a permitted assignee in connection with an assignment permitted pursuant to Section 10.3 provided that such permitted assignee is bound by contractual obligations of confidentiality and non-use no less rigorous than those in this Article VIII prior to any such disclosure. Notwithstanding the foregoing, in the event the Receiving Party is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 8.4(b)(i) (other than in connection with enforcing its rights or remedies hereunder directly against the other Party) or Section 8.4(b)(ii) it will comply with the obligations of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by VoyaSection 8.4(a), in each case, to the extent necessary applicable. (c) Notwithstanding the other provisions of this Article VIII, Purchaser shall not disclose any UT Confidential Information to provide any Person without the Servicesprior written consent of Seller except that Purchaser may disclose UT Confidential Information: (i) as and to the extent provided in Section 8.4(a); (ii) to its Representatives; (iii) to its actual or potential investors and co-investors, actual or potential lenders and co-lenders, and other sources of funding, including debt financing, or actual or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided that such disclosure shall be made only to the extent customarily required to consummate, report, monitor or exercise rights or take remedial action in connection with such investment, financing transaction, partnership or collaboration; and (iv) to a prospective acquiror in connection with a merger, acquisition or change of control of Purchaser (including to fulfill due diligence inquiries related to a prospective merger, acquisition or change of control) provided that, as a condition to Purchaser disclosing UT Confidential Information to any recipient set forth in clauses (i) through (iv) above, such recipient shall enter into and comply with written confidentiality, non-use and non-disclosure restrictions no less rigorous than those under this Article VIII with respect to such UT Confidential Information during the term of this Agreement and following the date of termination of this Agreement pursuant to Section 9.1 (and, for purposes of clarity, any failure of such recipient to comply with such restrictions shall be a Recipient Confidentiality Breach under this Agreement). Seller and Purchaser acknowledge and agree that UT is an express third party beneficiary of Seller’s rights and Purchaser’s obligations under this Article VIII.

Permitted Disclosure. A Notwithstanding Section 11.1, but in each case (11.2.1 through 11.2.4) subject to Sections 4.6, 4.7 and 15.7: 11.2.1. each Party (the “Receiving Party”) may disclose relevant aspects all or any part of the other Party’s Confidential Information to its Affiliates, and to its and its Affiliates’ respective Personnel, financial and legal advisors, investors and suppliers (“Representatives”); provided, however, that such Party ensures that such Representatives comply mutatis mutandis with the obligations imposed on such Party under this Article 11 (Confidentiality) and such Party shall be liable for any breach of such obligations by its Representatives. Each Party will disclose Confidential Information received from the other Party only to those of its Representatives who have a need to know such Confidential Information for the purpose of carrying out its obligations and exercising its rights under this Agreement, or with respect to disclosures to financial advisors and investors, as provided in Section 11.2.2, and in any case only to the extent required for the permitted purpose. For example, disclosure of expenses on a profit and loss basis would not require disclosure of the actual Price, or disclosure of the calculation of such Price including any details relating AstraZeneca’s costs of manufacturing or providing the Services; 11.2.2. SPINCO may disclose AstraZeneca’s Confidential Information to financial advisors and investors for the purpose of raising finance for SPINCO (e.g. for clinical trials) provided that AstraZeneca has given its prior written consent to the form and content of such proposed disclosure (such consent not to be unreasonably withheld, delayed or conditioned). Following approval of such disclosure document by AstraZeneca, subject to Section 11.2.1, SPINCO may disclose the information contained in such document to financial advisors, investors and potential investors for such purpose without the need for further approval by AstraZeneca; 11.2.3. each Party may disclose the other Party’s Confidential Information to the extent that such disclosure is (i) required to be made in response to a valid order of a court or Governmental Authority of competent jurisdiction or (ii) is otherwise required by Applicable Laws and Regulations; provided that the Party requested or required to disclose such Confidential Information shall first promptly notify the other Party in writing in a timely manner so that such other Party may seek a protective order or other appropriate remedy or, in such other Party’s sole discretion, waive compliance with the confidentiality provisions of this Agreement as to their own Confidential Information. Each Party will cooperate in all reasonable respects in connection with any reasonable actions to be taken for the foregoing purpose. In any event, the Party requested or required to disclose such Confidential Information may furnish it as required by such valid court order or Regulatory Authority, or Applicable Laws and Regulations (subject to any such protective order or other appropriate remedy) without liability hereunder; provided, that such Party furnishes only that portion of the Confidential Information which such Party is advised by an opinion of the other its counsel is legally required, and such Party (the “Disclosing Party”) exercises reasonable efforts to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities obtain reliable assurances that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes confidential treatment will be accorded such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the AgreementInformation; 11.2.4. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose the other Party’s Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, Regulatory Authority to the extent necessary to provide obtain or maintain the Servicesapproval of any such Regulatory Authority to manufacture and supply any Supplied Product or perform any other Services pursuant to the terms and conditions of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information; and 11.2.5. for clarity, MedImmune Manufacturing Technology will only be disclosed to SPINCO in accordance with Section 4.7 and, notwithstanding this Section 11.2, shall only be used and disclosed by SPINCO as expressly permitted by Section 4.7.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in this Section 8 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: 8.4.1 is made to the Receiving Party’s or its Affiliates’ employees, agents, officers and directors, and for Licensee, its Commercial Sublicensees (“Representatives”) for purposes the Receiving Party reasonably deems necessary for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such Representatives agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement, and the Receiving Party shall be responsible for and liable under this Agreement with respect to any breach of its confidentiality and non-use obligation caused by its Representatives; 8.4.2 is deemed necessary by the Receiving Party to be disclosed in confidence to its attorneys, accountants, potential or actual acquirers, potential or actual (sub)licensees or collaboration partners, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors; provided that, all such recipients are, or agree to be, bound by reasonable confidentiality and non-use obligations; or 8.4.3 Is required to comply with Law (provided that to the extent permissible by Lawapplicable law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each upon request, reasonably cooperate with any efforts by the Disclosing Party may to challenge, limit or receive confidential treatment for, the required disclosure, (iii) only disclose the minimum Confidential Information necessary to comply, as determined by the Receiving Party’s legal counsel, and (iv) in the event of a limited disclosure of any Confidential Information as required by applicable law, continue to treat such information as Confidential Information of the Disclosing Party for all other Party to Governmental Authorities having jurisdiction over such Party, purposes and subject to this Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon 8. BlinkBio may disclose the Confidential Information terms and conditions of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (this Agreement in confidence to the extent instructed Co-Exclusive Licensee provided that the Co-Exclusive Licensee is, or agrees to be, bound by Voya), in each case, to the extent necessary to provide the Servicesreasonable confidentiality and non-use obligations.

Permitted Disclosure. A The Receiving Party (may provide the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”’s Confidential Information: (a) to the officers, directors, Receiving Party’s respective employees, professional consultants and advisors, and to the employees, consultants and advisors (including accountants and insurers), of such Party’s Affiliates, contractors who have a need to know such information and other agents materials for performing obligations or exercising rights expressly granted under this Agreement and have written obligations to treat such information and materials as confidential with respect to disclosure and use, which obligations are substantially similar to those set forth herein; (b) to the Receiving Party’s potential or actual investors, financers, licensees, or acquirers as may be necessary in connection with their evaluation of such potential or actual investment, financing, licensing, or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this ARTICLE XIII; (including, c) to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct Clinical Trials or to gain Regulatory Approval with respect to BNY Mellon, entities the Licensed Product as contemplated by this Agreement; provided that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations may be made only following reasonable notice to the Disclosing Party and to the extent reasonably necessary to seek or obtain such Patent Rights or approvals; or (d) if such disclosure is required by Law (including regulations applicable to the public sale of securities) or as otherwise permitted under the Agreement)to defend or prosecute litigation or arbitration; provided that the Receiving Party causes prior [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. to such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In additiondisclosure, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible permitted by Law, the Receiving Party provides promptly notifies the Disclosing Party with prior notice of such requirement and, to the extent such disclosure and works with relates to the Confidential Information of Mars (as defined in the Mars Agreement), if related to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction, uses Commercially Reasonable Efforts to give the Disclosing Party a reasonable opportunity to resist quash such order and/or to obtain a protective or limit order limiting such disclosure and/or requiring that the scope confidential information and documents that are the subject of such disclosure order be held in confidence by such court or governmental or regulatory body and/or, if disclosed, be used only for the purposes for which the order was issued, and further provided the Receiving Party furnishes only that portion of the Disclosing Party’s Confidential Information that the Receiving Party limits such disclosure to the information or records is legally required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya furnish and the Voya Funds Receiving Party uses reasonable efforts to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicessecure confidential treatment of such information.

Permitted Disclosure. A Notwithstanding any other provision of Article 11, disclosure of Confidential Information of the Disclosing Party shall not be precluded if such disclosure: (a) is necessary or appropriate for purposes of performance of this Agreement including, but not limited to, in connection with sending raw materials and the Material to third party testing laboratory so long as such testing laboratory is subject to a written confidentiality agreement that imposes obligations of confidentiality and non-use consistent with and at least as stringent as those set forth in Article 11: (b) is made to the Receiving Party’s directors, officers, employees, Approved Subcontractors, legal counsel and other retained experts and agents (each of which shall be deemed to be within the meaning of the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party on a need-to-know basis, and provided that (the “Disclosing Party”i) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (includingfirst advises each such director, with respect officer, employee, Approved Subcontractor, legal counsel or other retained expert or agent to BNY Mellon, entities that perform Indirect Activities) whom such Confidential Information is to the extent such disclosure is necessary for the current or future performance be disclosed of the confidential nature thereof, and (ii) in each case such director, officer, employee, legal counsel or other retained expert or agent is bound by written obligations of confidentiality and non-use consistent with and at least as stringent as those set forth in Article 11; (c) is required under applicable law, regulation or valid order of a court or other governmental body to which the Receiving Party’s obligations Party is subject, provided that (i) the Receiving Party shall provide prompt written notice to the Disclosing Party of the need for such disclosure so that the Disclosing Party may (if it elects) seek a protective order or as otherwise permitted under the Agreement); provided that other confidential treatment of its Confidential Information, and (ii) the Receiving Party causes such Confidential Information to be held in confidence by shall limit the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose scope of disclosure of Confidential Information of the Disclosing Party to the extent required that reasonably necessary to comply with Law such applicable law, regulation or court order; (provided that to the extent permissible by Law, d) is necessary for the Receiving Party provides to prosecute or defend litigation vis-à-vis third party claims, provided that (i) the Receiving Party shall provide prompt written notice to the Disclosing Party with prior notice of the need for such disclosure so that the Disclosing Party may (if it elects) seek a protective order or other confidential treatment of its Confidential Information, and works (ii) the Receiving Party shall limit the scope of disclosure of Confidential [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Information of the Disclosing Party to resist that reasonably necessary in connection with such third party Claims; (e) as in the opinion of the counsel for the Party making such announcement, are required by law, including United States securities laws, rules or limit regulations. If a Party decides to make an announcement it believes to be required by law with respect to this Agreement, it will give the scope other Party such notice as is reasonably practicable and an opportunity to comment upon the announcement; (f) in the case of such disclosure and further provided that by ONYX only, to file or prosecute patent applications relating to a Product, Work Product or ONYX Background Technology, to prepare or submit (on its own or through designated third parties) any filings with the FDA or any foreign Regulatory Authority relating to the Material, a Product or their respective manufacture; or (g) is made to potential investors, acquirers or partners of the Receiving Party limits so long as each such disclosure to the information investor, acquirer or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure partner is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information a written confidentiality agreement that imposes obligations of BNY Mellon relating to the Services to the Voya Funds confidentiality and their external auditors in connection non-use consistent with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than at least as stringent as those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesArticle 11.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Disclosing Party’s Confidential Information of the Disclosing Party to the extent required (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) in order to comply with Applicable Law (provided including any securities law or regulation or the rules of a securities exchange or as a requirement in filing for an International Nonproprietary Name (INN) or the like but excluding any regulatory inspections) or with a legal or administrative proceeding, or in connection with prosecuting or defending litigation; (b) in connection with filings and other necessary disclosures and communications to Governmental Authorities and obligations pursuant to this Agreement; and (c) in connection with exercising its rights hereunder, to its Affiliates, potential and future collaborators (including sublicensees), advisors, or independent contractors; permitted acquirers or assignees; and investment bankers, investors and lenders; provided, however, that (i) with respect to Sections 10.3(a) and 10.3(b), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed; and (ii) with respect to Section 10.3(c), each of those named people and entities are bound by restrictions on use and disclosure consistent with Article 10 (other than advisors, investment bankers, investors and lenders, which must be bound prior to disclosure by commercially reasonable obligations of confidentiality) and in any event, no disclosure of Know-How relating to the extent permissible Manufacture of the Products shall be permitted. Notwithstanding the foregoing, unless consented to by Law, HMI and Supplier in advance or as required by Law (in which case the Receiving Party provides required to make such disclosure will consult with the Disclosing other Party with a reasonable time prior notice of to making such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of will consider in good faith any comments made by the other Party to Governmental Authorities having jurisdiction over such Partydisclosure), subject the Parties shall keep this Agreement strictly confidential and may not make any disclosure of this Agreement to Section 12.03any person or individual other than to their Affiliates. If either Party or any of its Affiliates, (3) Voya may disclose Confidential Information based on the advice of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection counsel, determines that this Agreement must be publicly filed with a response by Voya Governmental Authority, then such Party or its applicable Affiliate, prior to requests for informationmaking such filing, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided shall provide the other Party and its counsel with a redacted version of this Agreement that (a) no such BNY Mellon Confidential Information may be provided it intends to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreementfile, and (4) BNY Mellon may disclose will consider in good faith any comments provided by the Confidential Information other Party or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of Voya those provisions specified by the other Party or its counsel for redaction and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesconfidentiality.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Each Party may disclose Confidential Information of the a Disclosing Party to the extent that such disclosure is: (a) Made only as required to comply with Law (provided that to the extent permissible by Lawspecific persons or entities under applicable laws, the Receiving Party provides the Disclosing Party with prior notice rules, regulations or orders of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction or limit the scope other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of such disclosure and further provided competent jurisdiction; provided, however, that the Receiving Party limits shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to seek any available limitations on, exemptions from or protections available under such disclosure to requirement and reasonably cooperate in any such efforts by the information or records required to satisfy the request or inquiry Disclosing Party; and to the entity (or entities) to whom provided further that if an exemption from such disclosure requirement is not obtained, the Confidential Information disclosed in response to such requirement shall be limited to that information which is legally required to be made)disclosed; (b) Otherwise required by law, in the opinion of legal counsel to the Receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the Disclosing Party, which shall be provided to the Disclosing Party at least two (2) each Party may disclose Business Days prior to the Receiving Party’s disclosure of the Confidential Information pursuant to this Section 12.2(b); [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) Made as required by the applicable laws and regulations (including, without limitation, Regulation FD) relating to securities or rules of the National Association of Securities Dealers, the New York Stock Exchange, or any other Party applicable association governing the stock exchange on which a Member Party’s stock is listed, including without limitation filing of reports on Forms 10-K, 10-Q and 8-K with the U.S. Securities and Exchange Commission, in which case (i) the procedures set forth in Section 12.2(d) shall apply if Section 12.2(d) is also applicable to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) filing and (bii) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those the procedures set forth in the Agreementproviso to Section 12.5(b) shall apply; (d) Made in the form of a filing of a copy of this Agreement by Gilead or BMS (as the case may be) with the U.S. Securities and Exchange Commission to comply with Applicable Law, provided that such Member Party (i) requests confidential treatment of at least the commercial terms and material terms hereof to the extent such confidential treatment is reasonably available to such Member Party, and (4ii) BNY Mellon may disclose solicits the other Member Party’s comments on such request for confidential treatment, in which case the filing Member Party shall use commercially reasonable efforts to take into account the other Member Party’s reasonable comments on such request; (e) Subject to Section 3.4, made by the Receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for any regulatory approvals or otherwise to comply with the requirements of Applicable Law; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information; (f) Made by the Receiving Party as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement; (g) Made by the Receiving Party to its employees, Affiliates, independent contractors, legal counsel, consultants, auditors and advisors who are bound by confidentiality and non-use obligations no less protective than those in this Section 12 and who reasonably require such Confidential Information for the performance of Voya such Member Party’s obligations or enforcement of such Member Party’s rights under this Agreement (including, without limitation, the matters described in Sections 12.2(a) through (j)); provided, however, that the Receiving Party shall remain responsible for any failure by any such Person to treat such Confidential Information as required by this Section 12; (h) Made by the Receiving Party to its licensors of its respective Technology pursuant to contractual obligations to such licensors existing as of the Effective Date and under obligations of confidentiality and non-use no less protective than those in this Section 12; provided, however, that the Voya Funds Receiving Party shall remain responsible for any failure by any such Person to treat such Confidential Information as required by this Section 12; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ai) BNY Mellon Affiliates, Made by the Receiving Party as necessary for the filing of its tax returns or pursuant to any audit thereof; or (bj) BNY Mellon Agents, As otherwise permitted pursuant to Section 12.5 and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 12.7.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in this Section 8 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: 8.4.1. is made to governmental or other regulatory agencies in order to obtain patents addressed in this Agreement or to gain or maintain authorizations to conduct a clinical trials or to market Licensed Products, provided that such disclosure is limited to the extent reasonably necessary to obtain such patents or authorizations and the Receiving Party takes reasonable measures to obtain confidential treatment from regulatory agencies for such information; 8.4.2. is deemed necessary by the Receiving Party to be disclosed to attorneys, independent accountants, potential or actual acquirers, bona-fide potential or actual sublicensees, merger candidates or investors or venture capital firms, investment bankers or other financial institutions or investors, provided that, except with respect to the disclosure of pro forma financial projections, all such recipients agree to be bound by confidentiality and non-use obligations; or 8.4.3. is required to comply with Law (provided that to the extent permissible by applicable Law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each upon request, reasonably cooperate with any efforts by the Disclosing Party may to challenge, limit or receive confidential treatment for, the required disclosure, and (iii) only disclose Confidential Information the minimum INBRX acknowledges that FivePrime plans to (i) file a Current Report on Form 8-K (the “Current Report”) with the Securities and Exchange Commission (the “SEC”) within four (4) Business Days of the other Party to Governmental Authorities having jurisdiction over such Partyfull execution and delivery of this Agreement, subject to Section 12.03, (3) Voya may disclose Confidential Information which Current Report shall include a description of BNY Mellon relating to the Services to the Voya Funds terms and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information conditions of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the this Agreement, and (4ii) BNY Mellon may disclose attach this Agreement, redacted of competitively sensitive information, as permitted by the Confidential Information SEC, as an exhibit to either an amendment to the Current Report or the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015 or September 30, 2015 that FivePrime will file with the SEC (such report the “Quarterly Report”). INBRX hereby consents to FivePrime’s filing of Voya such Current Report and the Voya Funds attachment of this Agreement to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (an amendment to the extent instructed by Voya), in each case, Current Report or the Quarterly Report; provided that FivePrime allow INBRX at least *** to review the contents of such Current Report and a reasonable opportunity for INBRX to discuss with FivePrime any comments or proposed revisions it may have with respect to the extent necessary to provide the Servicesinformation disclosed in such Current Report.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing another Party to (i) its Affiliates, and to its and their directors, employees, consultants, attorneys, and agents, in each case who have a specific need to know such Confidential Information and who are bound by a like obligation of confidentiality and restriction on use; (ii) any bona fide actual or prospective assignees, collaborators, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential, to the extent reasonably necessary to enable such actual or prospective assignees, collaborators, underwriters, investors, lenders or other financing sources to determine their interest in collaborating with, underwriting or making an investment in, or otherwise providing financing to, or purchasing the relevant assets of, the receiving Party; (iii) the FDA as may be necessary or useful in obtaining and maintaining final approval of the Par ANDA and launching the Par Vial Product and the Par PFS Product when and as permitted by this Settlement Agreement, so long as Par requests that the FDA maintain such terms in confidence; and (iv) the extent such disclosure is required or advisable to comply with Law (provided that to the extent permissible by Applicable Law, including without limitation SEC reporting requirements, disclosure requirements to a Party’s bondholders, noteholders, or debtholders, or the Receiving disclosure requirements of any stock exchange that a Party is subject to, or to defend or prosecute litigation or in connection with settlement negotiations, provided, however, that the receiving Party provides the Disclosing Party with prior written notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information disclosing Party. If a Governmental Entity directs or records required recommends to satisfy Par that Par transfer the request or inquiry and Par ANDA to the entity (or entities) to whom such disclosure is required to be made)a Third Party, (2) each Party Par may disclose Confidential Information a copy of the other this Settlement Agreement to a Third Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with such a response by Voya possible transfer so long as the Third Party agrees in writing to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information confidential treatment of BNY Mellon shall be subject to confidentiality obligations that are this Settlement Agreement no less restrictive than those the confidentiality obligations set forth in the Paragraph 12 of this Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.

Permitted Disclosure. A The Receiving Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) belonging to the officersDisclosing Party only to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) preparing and submitting Regulatory Materials and Regulatory Filings and obtaining and maintaining Regulatory Approvals as permitted by this Agreement; (c) enforcing, directorsprosecuting or defending a Patent as permitted by this Agreement, employeesincluding responding to a subpoena in a Third Party litigation; (d) complying with Applicable Law or court or administrative orders; (e) enforcing the rights of a Party under this Agreement; (f) in communications with and applications submitted to the GOJ (provided, professional advisors that (including accountants and insurers), Affiliates, contractors and other agents of 1) the Receiving Party will either receive written assurance from the GOJ of non-disclosure in accordance with laws applicable to the GOJ or enter into a confidentiality agreement with the GOJ or (including, with respect to BNY Mellon, entities that perform Indirect Activities2) to the extent such disclosure is necessary for will not be available to any Third Party or the current public pursuant to laws applicable to the GOJ) (g) in communications with existing or future performance bona fide prospective acquirers, merger partners, lenders, investors, and consultants and advisors of the Receiving Party’s obligations to Party in connection with transactions or bona fide prospective transactions with the Disclosing Party foregoing, in each case on a need-to- know basis and under appropriate written confidentiality provisions no less stringent than those of this Agreement (or as otherwise permitted under the Agreement); provided provided, that the Receiving Party causes shall use Commercially Reasonable Efforts to negotiate for a confidentiality term of [***] but in no event will the confidentiality and non-use obligations in such agreements be shorter than [***]); or (h) to its prospective sublicensees or prospective subcontractors and such prospective sublicensees or subcontractor’s consultants, agents and advisors on a need-to-know basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on use of such Confidential Information that are no less stringent than substantially similar to be held those set forth in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In additionthis ARTICLE 12 (provided, (1) subject to Section 12.07, that the Receiving Party may shall use Commercially Reasonable Efforts to negotiate for a confidentiality term of [***] but in no event will the confidentiality and non-use obligations in such agreements be shorter than[ ***]). 94065460_6 If and whenever any Confidential Information is disclosed in accordance with this Section 12.3, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (other than by breach of this Agreement). If a Receiving Party deems it necessary to disclose Confidential Information of the Disclosing Party pursuant to the extent required to comply with Law (provided that to the extent permissible by LawSection 12.3(a), the 12.3(b), 12.3(c), 12.3(d), or 12.3(e), such Receiving Party provides the Disclosing Party with prior shall give reasonable advance written notice of such disclosure and works with to the Disclosing Party to resist permit such Disclosing Party sufficient opportunity to object to such disclosure or limit the scope to take measures to ensure confidential treatment of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal including seeking a protective order or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesappropriate remedy.

Permitted Disclosure. A The Parties agree to keep the terms of this Agreement confidential with exception of such information which in the opinion of counsel to the disclosing party is required to be disclosed by applicable law, rule, regulation or generally accepted accounting practice, including any rules of applicable stock exchanges and other self-regulatory authorities or organizations on which the Parties or their Affiliates are listed. Provided, however, that in the event a Party (the “Receiving Party”) may or its Affiliate shall be required to disclose relevant aspects any of the Confidential Information terms of this Agreement, whether pursuant to subpoena, deposition, interrogatory, or otherwise, or a Party or its Affiliate shall otherwise propose to disclose any of the terms of this Agreement (except in connection with such Party's or such Affiliate's required disclosure under any applicable securities laws, the rules of any applicable stock exchange or other self regulatory authority or organization or other reporting requirements) such disclosing Party shall provide the other Party with prompt written notice of such requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. Notwithstanding the foregoing, except as otherwise required by the provisions of Section 15.9.1 hereof, (i) no prior written THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. notice shall be required in connection with any Party's (or its Affiliate's) required compliance with applicable securities laws, the “Disclosing Party”rules of any applicable stock exchange or other self-regulatory authority or organization or other reporting requirements; and (ii) any Party shall be permitted to submit this Agreement as evidence in any proceeding in connection with any dispute between the Parties. The provisions of this Section 15.9.2 shall not restrict a Party from making any disclosure of any terms of this Agreement to the officers, directors, employees, professional advisors extent such terms become generally available to the public (including accountants and insurersother than as a result of a disclosure by such Party in violation of this Agreement), Affiliates, contractors and other agents or restrict the ability of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) Parties from making disclosure to the extent such disclosure is necessary required for the current or future performance effective undertaking by the Parties of their respective rights and obligations hereunder. By way of example and not in limitation of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In additionforegoing, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon Murex shall be subject entitled to confidentiality obligations disclose to proposed customers the fact that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information it is acting as an authorized agent of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesDigene.

Permitted Disclosure. A Party (the “Receiving Disclosing Party”) may disclose relevant aspects or permit the disclosure of the Confidential Information of the other Party (the “Disclosing Party”) Information: to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) its employees to the extent such disclosure that it is reasonably necessary for the current and to any person (including insurance, legal, technical and financial advisers, auditors and accountants) engaged in providing any goods, works or future performance of the Receiving Party’s obligations services to the Disclosing Party (in connection with and for the purposes of this contract; in the case of the heat supplier to any replacement heat supplier or as otherwise permitted any entity engaged or which may be engaged on or following the termination of this contract to perform any of the obligations of the heat supplier under this contract; to the Agreement); provided extent that the Receiving Party causes such Confidential Information to be held in confidence by the recipient confidential information: has become publicly available or generally known to the same extent and public at the time of such disclosure otherwise than as a result of a breach of this Clause 17. was already in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information unrestricted possession of the Disclosing Party prior to receiving or obtaining such confidential information as a result of entering into or performing this contract; and was lawfully received or obtained by the disclosing party from any person without restriction on its use or disclosure; to enable a determination to be made under Clause 27 (Dispute Resolution Procedure). when required to do so in any jurisdiction: by Applicable Law; by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; or by any securities exchange, Recognised Investment Exchange or regulatory or governmental body having jurisdiction over it wherever situated; to any regulatory or governmental body (including any Regulatory Body) in any jurisdiction and having jurisdiction over: the Disclosing Party; or the obtaining, monitoring and/or enforcement of any Authorisation; to enable any registration or recording of any Authorisation; to a relevant tax authority in any jurisdiction to the extent required to comply with Law (provided that to for the extent permissible by Law, proper management of the Receiving Party provides taxation affairs of the Disclosing Party with prior notice Party; to insurers for the purpose of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom obtaining any insurances; if such disclosure is expressly permitted by some other provision of this Agreement or if the other Party has given prior written approval to the disclosure (such approval not to be unreasonably withheld or delayed). Subject to Clause 17.3.2 and Clause 17.4 if a Party is required to be made), (2) each Party may disclose Confidential Information in a manner permitted by Clause 17.2.2, or Clause 17.2.9 then it shall: inform the person to whom Confidential Information is to be disclosed of the other restrictions contained in this Agreement; and ensure that such person shall observe such restrictions notwithstanding that such person is not Party to Governmental Authorities having jurisdiction over such Partythis Agreement. For the avoidance of doubt, subject a Party is deemed to Section 12.03have satisfied its obligation in Clause 17.3.1(b) if, (3) Voya may disclose Confidential Information of BNY Mellon relating prior to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information disclosure of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and Information, it enters into a contract with the Voya Funds person referred to (ain Clause 17.3.1(b) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (which contains an equivalent confidentiality arrangement to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesthis Clause 17.

Permitted Disclosure. A (a) Laureate will not disclose, without Customer’s written permission, Customer Confidential Information unless such disclosure: (i) is to an Affiliate of Laureate that is under a similar obligation to keep such information confidential; (ii) is to a Third Party that has been pre-approved by Customer to conduct work on Laureate’s behalf and that is under a similar obligation to keep such information confidential; (iii) is or becomes publicly available other than as a result of a breach of this Agreement by Laureate; (iv) is disclosed by a Third Party legally able to do so; (v) is already known to Laureate as shown by its prior written records; (vi) is independently developed by Laureate without the “Receiving Party”use of Customer Confidential Information as shown by its prior written records; or (vii) may disclose relevant aspects is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed, in which case Laureate shall notify Customer of this request promptly prior to any disclosure to permit Customer to oppose such disclosure by appropriate legal action. In any event, Laureate shall make any disclosures of the Customer Confidential Information of the other Party (the “Disclosing Party”) received by it pursuant to this Agreement only to the officersextent required, directorsand only to such persons who have a need to know. (b) Customer will not disclose, employeeswithout Laureate’s written permission, professional advisors Laureate Confidential Information unless such disclosure: (including accountants i) is to an Affiliate of Customer that is under a similar obligation to keep such information confidential; (ii) is or becomes publicly available other than [***] Certain information on this page has been omitted and insurers), Affiliates, contractors filed separately with the Securities and other agents of the Receiving Party (including, Exchange Commission. Confidential treatment has been requested with respect to BNY Mellonthe omitted portions. as a result of a breach of this Agreement by Customer; (iii) is disclosed by a Third Party legally able to do so; (iv) is already known to Customer as shown by its prior written records; (v) is independently developed by Customer without the use of Laureate Confidential Information as shown by its prior written records or (vi) is required by any law, entities that perform Indirect Activities) rule, regulation, order decision, decree, subpoena or other legal process to be disclosed, in which case Customer shall notify Laureate of this request promptly prior to any disclosure to permit Laureate to oppose such disclosure by appropriate legal action. In any event, Customer shall make any disclosures of the Laureate Confidential Information received by it pursuant to this Agreement only to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreementrequired, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds only to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (such persons who have a need to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesknow.

Permitted Disclosure. A Party Notwithstanding Clause 13.1, but in each case (the “Receiving Party”(a) may disclose relevant aspects of the Confidential Information of the other Party through (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurersd), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law Clause 13.8 (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure MedImmune Manufacturing Technology) and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity Clause 20.2 (or entities) to whom such disclosure is required to be made), Technology Transfer): (2a) each Party may disclose Confidential Information all or any part of the other Party’s Confidential Information to its Affiliates, and to its and its Affiliates’ respective Personnel, financial and legal advisors, investors and suppliers (“Representatives”); provided, however, that such Party ensures that such Representatives comply mutatis mutandis with the obligations imposed on such Party under this Clause 13 and such Party shall be liable for any breach of such obligations by its Representatives. Each Party will disclose Confidential Information received from the other Party only to Governmental Authorities having jurisdiction over those of its Representatives who have a need to know such PartyConfidential Information for the purpose carrying out its obligations or exercising its rights under this Supply Agreement or, with respect to disclosures to financial advisors and investors, as provided in Clause 13.2(b), and in any case only to the extent required for the permitted purpose. For example, disclosure of expenses on a profit and loss basis would not require disclosure of the actual Supply Price, the terms of Clause 7.1 or any details [***]; (b) SPINCO may disclose AstraZeneca’s Confidential Information to financial advisors and investors for the purpose of raising finance for SPINCO (e.g. for clinical trials), provided that AstraZeneca has given its prior written consent to the form and content of such proposed disclosure (such consent not to be unreasonably withheld, delayed or conditioned). Following approval of such disclosure document by AstraZeneca, subject to Section 12.03Clause 13.2(a), (3) Voya SPINCO may disclose the information contained in such document to financial advisors, investors and potential investors for such purpose without the need for further approval by AstraZeneca; (c) each Party may disclose the other Party’s Confidential Information of BNY Mellon relating to the Services extent that such disclosure is (i) required to be made in response to a valid order of a court or governmental authority of competent jurisdiction; or (ii) is otherwise required by Applicable Law; provided that the Voya Funds and Party requested or required to disclose such Confidential Information shall first promptly notify the other Party in writing in a timely manner so that such other Party may seek a protective order or other appropriate remedy or, in such other Party’s sole discretion, waive compliance with the confidentiality provisions of this Supply Agreement as to their external auditors own Confidential Information. Each Party will cooperate in all reasonable respects in connection with a response by Voya any reasonable actions to requests be taken for informationthe foregoing purpose. In any event, proposal the Party requested or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no required to disclose such BNY Mellon Confidential Information may be provided furnish it as required by such valid court or governmental order or Applicable Law (subject to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund protective order or third party receiving other appropriate remedy) without liability hereunder; provided, that such Party furnishes only that portion of the Confidential Information which such Party is advised by an opinion of its counsel is legally required, and such Party exercises reasonable efforts to obtain reliable assurances that a protective order or other comparable confidential treatment will be accorded such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and Information; and (4d) BNY Mellon each Party may disclose the other Party’s Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, any Governmental Authority or Regulatory Authority to the extent necessary to provide obtain the Servicesapproval of any such Governmental Authority or Regulatory Authority to Manufacture and supply any Supplied Product or perform any Services pursuant to the terms and conditions of this Supply Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information. (e) For clarity, MedImmune Manufacturing Technology will only be disclosed to SPINCO in accordance with Clause 13.8 and, notwithstanding this Clause 13.2, shall only be disclosed by SPINCO as expressly permitted by Clause 13.8.

Permitted Disclosure. A Subject to Section 13.01 above, either Party (the “Receiving Party”) may disclose relevant aspects of the other's Confidential Information of the other Party (the “Disclosing Party”) to the general and limited partners, officers, directors, employees, professional advisors (including accountants and insurers), clients, employees, Affiliates, contractors distribution partners, agents, customers (including their beneficiaries), suppliers, contractors, other third parties doing business with such Party, third party administrators and, in the case of Voya Group, recipients of Voya Group's services, either directly or indirectly, such as employees of Voya Group customers, plan participants, members, dependents, beneficiaries and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) similarly situated persons to the extent such disclosure is necessary for the current or future performance of the Receiving PartyVoya Group’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement)such party; provided provided, however, that the Receiving Party causes such Confidential Information recipient is subject to be held in confidence by the recipient to the same extent and in the same manner confidentiality obligations at least as stringent as required under the Agreementthis Agreement and provided, further, that Voya Group shall not disclose to a Supplier competitor information pertaining to Supplier’s pricing, these MSA Terms, or Supplier’s IP except in accordance with this Agreement (e.g., ARTICLE 6). In addition, (1) subject to Section 12.07, the Receiving either Party may disclose Confidential Information of the Disclosing other Party to the extent required to comply with any Law (provided provided, however, that to the extent permissible by Law, the Receiving such Party provides the Disclosing other Party with prior notice of any such disclosure and works with the Disclosing other Party to resist or limit the scope of such disclosure and further provided that the Receiving disclosing Party limits limit any such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party Voya Group may disclose Confidential Information of the other Party Supplier to Governmental Authorities having jurisdiction over Voya Group, upon such Partyrequest by the Government Authorities, subject to the conditions set forth in Section 12.0313.02(1) above, and (3) Voya Group may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with (a) a response by Voya Group to requests for information, proposal or due diligence from Voya Fund Investors in connection with an acquisition, divestiture or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (other similar corporate transaction or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund a request for information or third party receiving such Confidential Information of BNY Mellon shall be subject proposal for services to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide replace the Services.; provided, however, that in no event may Voya Group disclose these MSA Terms, Supplier IP, Supplier's internal cost information, or Supplier rate cards in connection with such request or proposal. – Voya Confidential – 45

Permitted Disclosure. A In addition, each Party (shall be entitled to disclose, under a binder of confidentiality containing provisions as protective as this Article IX, "Confidential Information", which shall include Disclosed Confidential Information and Shared Confidential Information to consultants and other third parties for any purpose provided for in this Agreement. The Parties shall consult prior to the “Receiving Party”) may disclose relevant aspects submission of any manuscript for publication if the publication will contain any Confidential Information of the other Party (Party. Such consultation shall include providing a copy of the “Disclosing Party”) proposed manuscript to the officers, directors, employees, professional advisors other Party at least sixty (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities60) days prior to the extent such disclosure is necessary for the current or future performance proposed date of the Receiving Party’s obligations submission to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence a publisher, incorporating appropriate changes proposed by the recipient to other Party into the same extent manuscript submission and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose deletion of all Confidential Information of the Disclosing which such Party does not agree to the extent required to comply with Law (provided that to the extent permissible by Lawpublication. The foregoing notwithstanding, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided disclosed as a part of a patent application filed on inventions made under this Agreement and during any official proceeding before a court or governmental agency if reasonably related and necessary to Voya Fund Investors (that proceeding and where reasonably required in the development or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such marketing of a Collaboration Product. For the purposes of this Agreement, Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and not include such information that: (4i) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (was known to the extent instructed receiving Party at the time of disclosure as evidenced by Voya), in each case, written records; or THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) was generally available to the extent necessary public or was otherwise part of the public domain at the time of disclosure or became generally available to provide the Servicespublic or otherwise part of the public domain after disclosure other than through any act or omission of the receiving Party in breach of this Agreement; or (iii) became known to the receiving Party after disclosure from a source that had a lawful right to disclose such information to others; or (iv) was independently developed by the receiving Party where such independent development can be established by written documentation.

Permitted Disclosure. A Notwithstanding Section 12.09(a): (i) the receiving Party (the “Receiving Party”) or its Affiliates may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to governmental or regulatory authorities to the officersextent necessary for the purpose of seeking Regulatory Approval of Product and any pricing, directorsinsurance, reimbursement and formulary approvals, licenses, registrations or authorizations thereof pursuant to this Agreement; (ii) subject to Section 12.09(c), the receiving Party or its Affiliates may disclose Confidential Information to its employees, professional advisors agents, sublicensees who have a need to know to effectuate the Development and Commercialization of Product pursuant to this Agreement; (iii) disclosures made pursuant to Section 12.09(c) hereof, (iv) the receiving Party or its Affiliates may disclose the disclosing Party’s Confidential Information in connection with filing or prosecuting patent applications or any other which relates to the Compound and/or the immunoconjugates, fragments or derivatives thereof, or Product; (v) Genmab may disclose TenX’s Confidential Information to Medarex or its assigns to the minimum extent necessary to comply with Genmab’s obligations under the Medarex License, the Cross-License or the MRC License (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellonthe grant of sublicenses and reporting of activities) or to demonstrate that it is complying with such obligations or that any event (including the grant of a sublicense) has occurred which has relevance under such licenses; or (vi) the receiving Party or its Affiliates may disclose Confidential Information pursuant to a requirement of Law or order of a court of competent jurisdiction, entities that perform Indirect Activities) provided the receiving Party or its Affiliates has given the disclosing Party prompt notice of such fact, so the disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure and/or waive compliance with the confidentiality obligations of this Section 12.09. The receiving Party or its Affiliates shall fully cooperate with the disclosing Party in connection with the disclosing Party’s efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, or the disclosing Party waives such compliance, the receiving Party or its Affiliates shall make such disclosure, but only to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations legally required, and shall use its best efforts to have confidential treatment accorded to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such disclosed Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesInformation.

Permitted Disclosure. A Party In addition to the exceptions contained in Section 1.367 (the definition of “Receiving PartyConfidential Information”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) and without limiting permitted disclosure to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted Representatives under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.0713.1, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (a) to comply with Applicable Law (including any securities law or regulation or the rules of a securities exchange pursuant to Section 13.3(c) below) or the order of a court of competent jurisdiction; provided that to the extent permissible by Lawthat, where legally permissible, the Receiving Party provides the Disclosing Party with prior shall (i) provide a written notice of such disclosure reasonably in advance of such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed (but in any case, if reasonably possible and works permitted by Applicable Law, not later than [*] prior to such disclosure), and (ii) fully cooperate with the Disclosing Party to resist or limit Party, if so requested by the scope Disclosing Party, in maintaining the confidentiality of such disclosure and further provided that information by applying for a protective order or any similar legal instrument. In any event, the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may shall only disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon to the extent required under Applicable Law and shall be subject continue to confidentiality obligations that are no less restrictive than those set forth in the treat such information as Confidential Information for all other purposes under this Agreement; (i) to prosecute or defend litigation as permitted under Article 10, (ii) to obtain or maintain Regulatory Approvals and other regulatory filings and communications as permitted under Article 4, (iii) to file or prosecute Patent applications as permitted under Article 10 and (4iv) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and enforce Patent rights as permitted under Article 10; and (c) other third parties to bona fide prospective or actual purchasers, acquirers, licensees, Sublicensees, permitted assignees or merger candidates or to bona fide existing or potential investment bankers, investors, lenders, or financing sources solely for the purpose of evaluating or carrying out an actual or potential investment, loan, acquisition, collaboration or license (to the extent instructed by Voya“Other Recipients”), in each caseprovided, that (i) such Other Recipients are bound by written obligations of confidentiality and non-use at least as stringent as those contained herein and (ii) the failure of such Other Recipients to comply with the extent necessary to provide terms and conditions of this Agreement shall be considered a breach of this Agreement by the ServicesReceiving Party.

Permitted Disclosure. A 6.2.1 The provisions of Section 6.1 shall not preclude (a) a Bound Party (the “Receiving Party”) may disclose relevant aspects of the or its Affiliates from disclosing Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information is required to be held in confidence disclosed by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving such Party may disclose Confidential Information of the Disclosing Party to the extent required or its Affiliates to comply with Law (applicable Laws or legal process, including without limitation 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, including without limitation Nasdaq, or to defend or prosecute litigation, provided that to the extent permissible by Law, the Receiving such Party provides the Disclosing Party with prior written notice of such disclosure to the disclosing Party and works with takes reasonable and lawful actions to avoid and/or minimize the Disclosing Party to resist or limit the scope degree of such disclosure and further provided (b) Amgen from disclosing and/or claiming Infinity’s Confidential Information (including, without limitation, chemical structures and methods of making such chemical structures) in Amgen’s patent applications and in the prosecution of such patent applications consistent with the terms and conditions of Article 5 above. 6.2.2 Subject to Sections 6.2.3 and 9.9, the Parties agree that the Receiving Party limits such disclosure to material financial terms of the information Prior Agreement or records required to satisfy this Agreement will be considered Confidential Information of both Parties. Notwithstanding the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)foregoing, (2a) each either Party may disclose Confidential Information the terms of the other Party this Agreement to Governmental Authorities having jurisdiction over such Partybona fide potential or actual sublicensees, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors as reasonably necessary in connection with a response by Voya to requests for informationpermitted sublicense under the licenses granted in this Agreement, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) either Party may disclose the material financial terms of this Agreement to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other potential financial partners (including pharmaceutical and biotechnology companies, as long as such company owns at least fifty percent (50%) of the disclosing Party), and to such Party’s consultants and advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any such Voya Fund or third party receiving such permitted disclosure of Confidential Information pursuant to this Section 6.2.2, each Party agrees to use all reasonable efforts to inform each disclosee of BNY Mellon shall be subject the confidential nature of such information and cause each disclosee to confidentiality obligations that are no less restrictive than those treat such information as confidential. 6.2.3 Notwithstanding any provision to the contrary in this Agreement, either Party may disclose to any and all persons, without limitation of any kind, the United States federal tax treatment and tax structure of the transactions set forth in the Agreement, this Agreement and all materials of any kind (4including opinions or other tax analyses) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (that are provided to the extent instructed Parties relating to such tax treatment and tax structure. 6.2.4 In no event will Infinity use the [**] as a basis for a decision to advance (or not advance) any research or discovery program outside the scope of this Agreement by Voya), Infinity itself or in each case, to the extent necessary to provide the Services.collaboration with any Third Party; [**]. Amgen Contract No. 200315899-002

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects provisions of the Confidential Information of the other Party (the “Disclosing Party”) to the officersSection 7.2, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the a Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required such disclosure is (a) made in response to comply with Law (provided a valid order or subpoena of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior written notice of such disclosure and works with (if not prohibited by law) in order to permit the Disclosing Party to resist seek a protective order or limit other confidential treatment of such Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required to be disclosed in such response to such court or governmental order or subpoena; (b) otherwise required by Applicable Law; provided, that Receiving Party provides the scope Disclosing Party with prior written notice of such disclosure (if not prohibited by law) in order to permit the Disclosing Party to seek a protective order or confidential treatment of such Confidential Information; and provided further provided that any Confidential Information so disclosed will be limited to that information that is legally required by Applicable Law to be disclosed; (c) made by the Receiving Party limits such disclosure to the information or records a Regulatory Authority, as required to satisfy obtain or maintain Regulatory Approvals; provided that reasonable efforts shall be used to ensure confidential treatment of such Confidential Information; (d) made by the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Receiving Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya a Third Party as may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors be necessary or useful in connection with a response the commercialization of Final Product (including the manufacture of Final Product); provided the Third Party is bound by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to written confidentiality obligations that are no less restrictive than protective that those set forth in this Agreement; (e) made by Receiving Party to a U.S. or foreign tax authority to the extent legally required by Applicable Law to be disclosed; (f) made by Receiving Party to its representatives or to Third Parties in connection with sublicensing or financing activities of the Receiving Party; provided that the Third Party is bound by written confidentiality obligations no less protective that those set forth in this Agreement; or (g) made in accordance with Section 7.4. For the avoidance of doubt, and (4) BNY Mellon either Party may disclose the Confidential Information terms of Voya and this Agreement in the Voya Funds course of legal proceedings to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to enforce the extent instructed by Voya), same in each case, to the extent necessary to provide the Servicesaccordance with Article 14.

Permitted Disclosure. A Party Notwithstanding Clause 13.1, but in each case (the “Receiving Party”(a) may disclose relevant aspects of the Confidential Information of the other Party through (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurersd), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law Clause 13.8 (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure MedImmune Manufacturing Technology) and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity Clause 20.2 (or entities) to whom such disclosure is required to be made), Technology Transfer): (2a) each Party may disclose Confidential Information all or any part of the other Party’s Confidential Information to its Affiliates, and to its and its Affiliates’ respective Personnel, financial and legal advisors, investors and suppliers (“Representatives”); provided, however, that such Party ensures that such Representatives comply mutatis mutandis with the obligations imposed on such Party under this Clause 13 and such Party shall be liable for any breach of such obligations by its Representatives. Each Party will disclose Confidential Information received from the other Party only to Governmental Authorities having jurisdiction over those of its Representatives who have a need to know such PartyConfidential Information for the purpose carrying out its obligations or exercising its rights under this Supply Agreement or, with respect to disclosures to financial advisors and investors, as provided in Clause 13.2(b), and in any case only to the extent required for the permitted purpose. For example, disclosure of expenses on a profit and loss basis would not require disclosure of the actual Supply Price, the terms of Clause 7.1 or any details[***]; (b) Viela may disclose AstraZeneca’s Confidential Information to financial advisors and investors of Viela for financing purposes only (e.g. for clinical trials), provided that AstraZeneca has given its prior written consent to the form and content of such proposed disclosure (such consent not to be unreasonably withheld, delayed or conditioned). Following approval of such disclosure document by AstraZeneca, subject to Section 12.03Clause 13.2(a), (3) Voya Viela may disclose Confidential Information of BNY Mellon relating the information contained in such document to financial advisors, investors and potential investors for such purpose without the Services to the Voya Funds and their external auditors in connection with a response need for further approval by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that AstraZeneca; (a) no such BNY Mellon Viela may disclose AstraZeneca’s Confidential Information may set forth on Schedule 5 (which Schedule shall be provided updated by mutual written agreement of the Parties prior to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving each proposed disclosure of such Confidential Information of BNY Mellon shall be by Viela) to its commercialization partners and potential commercialization partners who are subject to obligations of confidentiality obligations that are no less restrictive than with respect to such Confidential Information at least as stringent as those set forth in this Agreement (which may include, at AstraZeneca’s sole option, execution by such third party of additional confidentiality agreements), provided that AstraZeneca has given its prior written consent to the Agreement, form and content of such proposed disclosure; (4b) BNY Mellon each Party may disclose the other Party’s Confidential Information to the extent that such disclosure is (i) required to be made in response to a valid order of Voya and a court or governmental authority of competent jurisdiction; or (ii) is otherwise required by Applicable Law; provided that the Voya Funds Party requested or required to disclose such Confidential Information shall first promptly notify the other Party in writing in a timely manner so that such other Party may seek a protective order or other appropriate remedy or, in such other Party’s sole discretion, waive compliance with the confidentiality provisions of this Supply Agreement as to their own Confidential Information. Each Party will cooperate in all reasonable respects in connection with any reasonable actions to be taken for the foregoing purpose. In any event, the Party requested or required to disclose such Confidential Information may furnish it as required by such valid court or governmental order or Applicable Law (asubject to any such protective order or other appropriate remedy) BNY Mellon Affiliateswithout liability hereunder; provided, (b) BNY Mellon Agentsthat such Party furnishes only that portion of the Confidential Information which such Party is advised by an opinion of its counsel is legally required, and such Party exercises reasonable efforts to obtain reliable assurances that a protective order or other comparable confidential treatment will be accorded such Confidential Information; and (c) each Party may disclose the other third parties (Party’s Confidential Information to the extent instructed by Voya), in each case, any Governmental Authority or Regulatory Authority to the extent necessary to provide obtain the Servicesapproval of any such Governmental Authority or Regulatory Authority to Manufacture and supply any Supplied Product or perform any Services pursuant to the terms and conditions of this Supply Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information. (d) For clarity, MedImmune Manufacturing Technology will only be disclosed to Viela in accordance with Clause 13.8 and, notwithstanding this Clause 13.2, shall only be disclosed by Viela as expressly permitted by Clause 13.8.

Permitted Disclosure. A (a) In the event that a Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a Governmental Authority or required by applicable Law, regulation or legal process (including the “Receiving regulations of a stock exchange or Governmental Authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Disclosing Party shall promptly, to the extent permitted by Law, notify the non-Disclosing Party in writing of such request or requirement so that the non-Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the non-Disclosing Party seeks such an order or other remedy, the Disclosing Party will provide such cooperation, at the non-Disclosing Party”) ’s sole expense, as the non-Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Disclosing Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Disclosing Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Purchaser or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the non-Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the other Party (the “Disclosing Party”) to the officersConfidential Information that is being disclosed. In any event, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (includingi) in response to a request by a Governmental Authority having competent jurisdiction over the Receiving Party, its Affiliates or its or its Affiliates’ Representatives, as the case may be, or (ii) in connection with respect a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference Disclosing Party, its Affiliates, the Royalty, the Purchased Assets or this Agreement. (b) Either Party may disclose Confidential Information with the prior written consent of the Disclosing Party or to BNY Mellonthe extent such disclosure is reasonably necessary in the following situations: (i) prosecuting or defending litigation; (ii) for regulatory, entities tax or customs purposes; (iii) for audit purposes, provided that perform Indirect Activitieseach recipient of Confidential Information must be bound by customary obligations of confidentiality and non-use prior to any such disclosure; (iv) to the extent such disclosure of this Agreement or the transactions contemplated hereby is reasonably necessary for to comply with the current Securities Act of 1933, as amended, with the Securities Exchange Act of 1934, as amended, or future performance of with any rule, regulation or legal process promulgated by the Receiving Party’s obligations SEC or a stock exchange, provided that prior to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence submission by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing filing Party to the extent required to comply with Law (provided that SEC of any filings containing Confidential Information, to the extent permissible practicable and permitted by applicable Law, the Receiving filing Party provides the Disclosing Party with prior notice shall provide drafts of such disclosure and works with the Disclosing Party filings to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party within a reasonable period of time but in any event no less than [*] prior to Governmental Authorities having jurisdiction over the planned date of such Partysubmission, subject to Section 12.03review any redactions related thereto, and the filing Party shall consider in good faith any comments by the other Party thereto; (3v) Voya may disclose disclosure to its actual or potential investors and co-investors, and other sources of funding, including debt financing, or potential partners, collaborators or acquirers, and their respective accountants, financial advisors and other professional representatives, provided, that such disclosure shall be made only to the extent customarily required to consummate such investment, financing transaction partnership, collaboration or acquisition and that each recipient of Confidential Information must be bound by customary obligations of BNY Mellon relating confidentiality and non-use prior to the Services to the Voya Funds and their external auditors any such disclosure; or (vi) as is necessary in connection with a response by Voya permitted assignment pursuant to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services‎Section 10.3.

Permitted Disclosure. A In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party”) ’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over the “Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party”) , its Affiliates, the Purchased Royalties or this Purchase and Sale Agreement. The Receiving Party may disclose Confidential Information to the its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or actual acquirers, merger partners, permitted assignees, investment bankers, investors, limited partners, partners, lenders, or other financing sources (including, in the case of the Seller, any party evaluating the acquisition of any portion of the Royalties that are not included in the Purchased Royalties), and their respective directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, provided that such person or entity agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article VIII. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Seller may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, as amended, the Receiving Party provides Securities Exchange Act of 1934, as amended, or with any rule, regulation or legal process promulgated by the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist SEC or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality Seller’s obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.2.

Permitted Disclosure. A In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party”) ’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over the “Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party”) , its Affiliates, the Purchased Receivables or this Agreement. The Receiving Party may disclose Confidential Information to the its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or actual acquirers, merger partners, permitted assignees, investment bankers, investors, limited partners, partners, lenders, or other financing sources (including, in the case of the Sellers, any party evaluating the acquisition of any portion of the Purchased Receivables that are not included in the Purchased Receivables), and their respective directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, agents; provided that such person or entity agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article VIII. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Sellers may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, as amended, the Receiving Party provides Securities Exchange Act of 1934, as amended, or with any rule, regulation or legal process promulgated by the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist SEC or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund InvestorsSellers’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.2.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of Nothing in this Section 9 shall restrict the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose from disclosing Confidential Information of the Disclosing Party to the extent that such disclosure: 9.4.1. Is made to governmental or other regulatory agencies in order to obtain patents addressed in this Agreement or to gain or maintain authorizations to conduct Clinical Trials or to market Products, provided that such disclosure is limited to the extent reasonably necessary to obtain such patents or authorizations and the Receiving Party takes reasonable measures to obtain confidential treatment from regulatory agencies for such information; *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 9.4.2. Is made to the Receiving Party’s Affiliates, potential and actual sublicensees, employees, officers, directors, agents, consultants, or other Third Parties for purposes the Receiving Party reasonably deems necessary or advisable for the exploitation of its rights or fulfillment of its obligations under this Agreement, provided that all such recipients agree to be bound by, or are otherwise bound by, confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement (with potentially a shorter duration no less than *** years from the date such Confidential Information is disclosed to such recipients) and obligations of invention assignment sufficient for such Party to obtain rights from such personnel to meet its obligation to grant licenses to the other Party under this Agreement; 9.4.3. Is required to comply with Law (provided that to the extent permissible by applicable Law, the Receiving Party provides the Disclosing Party with prior notice valid order of such disclosure and works with the Disclosing Party to resist a court of competent jurisdiction, or limit the scope other judicial or administrative process of such disclosure and further governmental authority or agency, provided that the Receiving Party limits such shall (i) promptly inform the Disclosing Party of the disclosure that is being sought in order to provide the information Disclosing Party, where possible, an opportunity to challenge, limit or records receive confidential treatment for the required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)disclosure, (2ii) each Party may disclose Confidential Information of upon request, reasonably cooperate with any efforts by the other Disclosing Party to Governmental Authorities having jurisdiction over such Partychallenge, subject to Section 12.03limit or receive confidential treatment for, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreementrequired disclosure, and (4iii) BNY Mellon may only disclose the minimum Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide comply, as determined by the ServicesReceiving Party’s legal counsel.

Permitted Disclosure. A In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party”) ’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over the “Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party”) , its Affiliates, the Purchased Receivables or this Agreement. The Receiving Party may disclose Confidential Information to the its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or actual acquirers, merger partners, permitted assignees, investment bankers, investors, limited partners, partners, lenders, or other financing sources (including, in the case of the Sellers, any party evaluating the acquisition of any portion of the Purchased Receivables that are not included in the Purchased Receivables), and their respective directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, agents; provided that such person or entity agrees to confidentiality and non- use obligations with respect thereto at least as stringent as those specified for in this Article VIII. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Sellers may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, as amended, the Receiving Party provides Securities Exchange Act of 1934, as amended, or with any rule, regulation or legal process promulgated by the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist SEC or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund InvestorsSellers’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.2.

Permitted Disclosure. A In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the “regulations of a stock exchange or govern- mental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other ap- propriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party”) ’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise com- mercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confi- dential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over the “Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party”) , its Affiliates, the Purchased Re- ceivables or this Agreement. The Receiving Party may disclose Confidential Information to the its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or ac- tual acquirers, merger partners, permitted assignees, investment bankers, investors, limited partners, part- ners, lenders, or other financing sources (including, in the case of the Seller, any party evaluating the ac- quisition of any portion of the Purchased Receivables that are not included in the Purchased Receivables), and their respective directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, agents; provided that such person or entity agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article VIII. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Seller Parties may disclose Confidential Information to the extent such disclosure is reasonably necessary for to com- ply with the current Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or future performance of the Receiving Party’s obligations to the Disclosing Party (with any rule, regulation or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence legal process promulgated by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist SEC or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund InvestorsSeller Parties’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.2.

Permitted Disclosure. A In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party”) ’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over the “Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party”) , its Affiliates, the Purchased Receivables or this Agreement. The Receiving Party may disclose Confidential Information to the its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or actual acquirers, merger partners, permitted assignees, investment bankers, investors, limited partners, partners, lenders, or other financing sources (including, in the case of the Seller, any party evaluating the acquisition of any portion of the Purchased Receivables that are not included in the Purchased Receivables), and their respective directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, agents; provided that such person or entity agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article VIII. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Seller Parties may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, as amended, the Receiving Party provides Securities Exchange Act of 1934, as amended, or with any rule, regulation or legal process promulgated by the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist SEC or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund InvestorsSeller Parties’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.2.

Permitted Disclosure. A The Receiving Party may disclose the Disclosing Party’s Confidential Information only to the extent such disclosure is reasonably necessary in the following instances, or to the extent permitted under the other applicable provisions of this Agreement: (a) to those of the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the ’s Affiliates and its and their respective officers, directors, employees, professional agents, advisors and consultants who (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party a) are bound in writing (includingor, with respect to BNY Melloncounsel to the Receiving Party, entities by professional or ethical obligations) by obligations of confidentiality and non-use substantially similar to and consistent with those of this Section 9.1, (b) need to receive the Confidential Information in order for the Receiving Party to exercise its rights, conduct the activities required by or fulfill its other obligations under this Agreement and (c) are made aware of the confidential nature of the information, and then only to the extent required for the Receiving Party to exercise its rights under, conduct the activities required by or fulfill its other obligations under this Agreement; provided that perform Indirect Activitiesthe Receiving Party shall be responsible and liable for any breach of the provisions of this Section 9.1 by any Person who receives Confidential Information pursuant to this Section 9.1.4(a); (b) with respect to Xxxxxxx as the Receiving Party, to the FDA or other applicable Regulatory Authority where such disclosure is required in connection with any filing, application, or request for any Regulatory Approval of the Product in the Territory; (c) to the extent that such disclosure is necessary to prosecute litigation for the protection, preservation, or return of Confidential Information or to enforce its rights under this Agreement; (d) to comply with applicable Law or the rules of any stock exchange on which such Party’s securities (or the securities of a Party’s Affiliate) are traded, subject to the terms of Section 9.1.5; (e) with respect to Xxxxxxx as the Receiving Party, to counterparties under the License Agreement to the extent such disclosure is necessary required under the License Agreement or is advisable for the current purpose of carrying out more fully Xxxxxxx’x obligations under this Agreement or future performance otherwise increasing Net Sales of the Product in the Territory; or (f) to comply with court orders or administrative orders pursuant to Law. In the case of disclosure pursuant to Section 9.1.4(c), 9.1.4(d) or 9.1.4(f), the Receiving Party’s obligations Party (i) shall, to the extent reasonably practicable under the circumstances, give reasonable advance notice of the disclosure requirement to the Disclosing Party, so as to provide the Disclosing Party with the opportunity to secure, to the extent available, a protective order (or as otherwise permitted under similar remedy) or other assurance of confidential treatment of the Agreement); provided that the Receiving Party causes such Confidential Information to be held disclosed, and (ii) shall reasonably cooperate with the Disclosing Party, at its expense and request, in confidence seeking such protective orders or other relief. Any permitted use of the Disclosing Party’s Confidential Information by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose for purposes of its performance hereunder will not be deemed a license or other right of the Receiving Party to use any such Confidential Information for any other purpose. The Receiving Party shall not acquire any right, title, or interest in or to any Confidential Information (including copies and summaries thereof and extracts therefrom, whether tangible or in electronic or other form) of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice virtue of such its disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Serviceshereunder.

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects provisions of the Confidential Information of the other Party (the “Disclosing Party”) to the officersSection 9.5, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving a receiving Party may disclose Confidential Information of the Disclosing disclosing Party to the extent required such disclosure is (a) made in response to comply with Law (provided a valid order or subpoena of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, that to the extent permissible by Law, the Receiving receiving Party provides the Disclosing other Party with prior written notice of such disclosure and works with the Disclosing Party (if practicable) in order to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of permit the other Party to Governmental Authorities having jurisdiction over seek a protective order or other confidential treatment of such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required to be disclosed in such response to such court or governmental order or subpoena; (b) otherwise required by Applicable Law; provided, that receiving Party provides the disclosing Party with prior written notice of BNY Mellon relating such disclosure (if practicable) in order to permit the Services disclosing Party to seek a protective order or confidential treatment of such Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required by Applicable Law to be disclosed; (c) made by the Voya Funds and their external auditors receiving Party to a Regulatory Authority, as required to obtain or maintain Regulatory Approvals; provided that reasonable efforts shall be used to ensure confidential treatment of such Confidential Information; (d) made by the receiving Party to a Third Party as may be necessary or useful in connection with the commercialization of a response Product (including the manufacture of a Product); provided the Third Party is bound by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to written confidentiality obligations that are no less restrictive than protective that those set forth in the this Agreement, and ; (4e) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds made by receiving Party to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (a U.S. or foreign tax authority to the extent instructed legally required by Voya), Applicable Law to be disclosed; (f) made by receiving Party to its representatives or to Third Parties in each case, connection with sublicensing or financing activities of the receiving Party; provided that the Third Party is bound by written confidentiality obligations no less protective that those set forth in this Agreement; (g) made by receiving Party to the extent necessary comply with Applicable Law related to provide the Servicessecurities laws disclosure requirements or any disclosure requirements of any applicable stock market or securities exchange; or (h) made in accordance with Section 9.7.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party Each party may disclose Confidential Information to the limited extent necessary to comply with the order of a court or administrative body of competent jurisdiction or a government agency, provided that the Recipient will notify the Disclosing Party prior to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works will cooperate with the Disclosing Party if the Disclosing Party elects to resist legally contest, request confidential treatment of, or limit otherwise avoid such disclosure. Data Privacy and Data Protection Addendum. Each party will comply with any reasonable and necessary data privacy and protection requirements which will be reviewed and executed by the scope of such disclosure and further provided parties. Each party also will ensure that the Receiving Party limits such disclosure Enterprise User undertakes all necessary measures to meet all requirements of the information or records required to satisfy the request or inquiry applicable data protection and to the entity privacy laws (“Data Privacy Laws”). If, under Data Privacy Laws, a party is a data processor (or entitiesdata importer) to whom such disclosure or a party is required to be madea sub-processor (or sub-importer), (2) each Party may disclose Confidential Information of party shall ensure that it shall be permitted to process each Enterprise User’s data for the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that following purposes: (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (provide the Solution or such Voya Fund Investors’ representatives or designees) and Integrated Solutions; (b) any such Voya Fund to operate, maintain, enhance and support a Solution or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, Integrated Solutions (and (4related services) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds infrastructure used to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, support deployment; and (c) to respond to customer support requests. Each party shall notify the other third parties party of its standard Data Protection Agreement (to the extent instructed by Voyae.g., for Directly is available at xxxxx://xxxxxxxx.xxx/legal/msa/), which may be updated from time to time in each caseits reasonable discretion, to and will govern the extent necessary to provide the Servicesrelationship formed hereby. No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, A SOLUTION AND THE INTEGRATED SOLUTIONS ARE PROVIDED “AS IS” AND NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY OF ITS SOLUTIONS, PRODUCTS AND SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT OR NON- INTERFERENCE.

Permitted Disclosure. A 6.2.1 The provisions of Section 6.1 shall not preclude (a) a Bound Party (the “Receiving Party”) may disclose relevant aspects of the or its Affiliates from disclosing Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information is required to be held in confidence disclosed by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving such Party may disclose Confidential Information of the Disclosing Party to the extent required or its Affiliates to comply with Law (applicable Laws or legal process, including without limitation 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, including without limitation Nasdaq, or to defend or prosecute litigation, provided that to the extent permissible by Law, the Receiving such Party provides the Disclosing Party with prior written notice of such disclosure to the disclosing Party and works with takes reasonable and lawful actions to avoid and/or minimize the Disclosing Party to resist or limit the scope degree of such disclosure and further provided (b) JJPRD from disclosing and/or claiming Infinity’s Confidential Information (including, without limitation, chemical structures and methods of making such chemical structures) in JJPRD’s patent applications, in the prosecution of such patent applications and in regulatory filings for the purpose of gaining approval to market JJPRD products consistent with the terms and conditions of Article 5 above. 6.2.2 Subject to Sections 6.2.3 and 9.9, the Parties agree that the Receiving Party limits such disclosure to material financial terms of this Agreement will be considered Confidential Information of both Parties. Notwithstanding the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made)foregoing, (2a) each either Party may disclose Confidential Information of the other Party such terms to Governmental Authorities having jurisdiction over such Partybona fide potential or actual sublicensees, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors as reasonably necessary in connection with a response by Voya to requests for informationpermitted sublicense under the licenses granted in this Agreement, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) either Party may disclose the material financial terms of this Agreement to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other potential financial partners (including pharmaceutical and biotechnology companies, as long as such company owns at least fifty percent (50%) of the disclosing Party), and to such Party’s consultants and advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any such Voya Fund or third party receiving such permitted disclosure of Confidential Information pursuant to this Section 6.2.2, each Party agrees to use all reasonable efforts to inform each disclosee of BNY Mellon shall be subject the confidential nature of such information and cause each disclosee to confidentiality obligations that are no less restrictive than those treat such information as confidential. 6.2.3 Notwithstanding any provision to the contrary in this Agreement, either Party may disclose to any and all persons, without limitation of any kind, the United States federal tax treatment and tax structure of the transactions set forth in the Agreement, this Agreement and all materials of any kind (4including opinions or other tax analyses) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (that are provided to the extent instructed by Voya), in each case, Parties relating to the extent necessary to provide the Servicessuch tax treatment and tax structure.