Common use of Permitted Disclosures Clause in Contracts

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party Business Associate may disclose PHI to provide the other Party’s Confidential Information: services requested by Covered Entity; provided, however, that Business Associate shall not disclose PHI in any manner that would constitute a violation of HIPAA. Business Associate may disclose PHI: (i) to for the extent reasonably necessary for a Party to prepare, file proper management and Prosecute a Patent application under this Agreement administration of Business Associate if such disclosure is Required by Law or other agreements between the Parties or their Affiliates; if "Reasonable Assurances" are obtained; (ii) to carry out the extent permissible under any other agreements between the Parties legal responsibilities of Business Associate if such disclosure is Required by Law or their Affiliates; if "Reasonable Assurances" are obtained; or (iii) to as Required by Law. To the extent reasonably necessary for that Business Associate discloses PHI to a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights third party pursuant to this Agreement Section II(b)(i) or the License Agreement; provided that: (aii) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) above under Reasonable Assurances, Business Associate must obtain in writing, prior to making any such disclosure pursuant disclosure: (i) reasonable assurance from the third party that such PHI will be held in a confidential manner; (ii) reasonable assurance from the third party that such PHI will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to this subsection, such Party will, if reasonably practical, take reasonable steps third party; and (iii) an agreement from the third party to limit the scope immediately notify Business Associate of any breaches of confidentiality of such disclosure and its effect on confidentiality; (iv) PHI, to the extent reasonably necessary the third party has obtained knowledge of such breach (collectively, “Reasonable Assurances”). Except as Required by Law, Business Associate shall not disclose PHI to a health plan for payment or healthcare operations if the individual subject to the PHI has requested such restriction, the individual (or designee) pays out of pocket in full for the purposes health care item or service to which the PHI relates, and the restriction has been made known to Business Associate in accordance with Section 3(b) of this Agreement BAA. Business Associate shall not receive remuneration from a third party in exchange for disclosing PHI received from or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations on behalf of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCovered Entity.

Permitted Disclosures. Each Borrower Party may authorizes Lender to disclose Borrower Party Information as follows: (a) to each franchisor or licensor of a Borrower Party, upon written request by such franchisor or licensor (but only during the continuation of a Default or Event of Default); (b) to any proposed transferee, purchaser, assignee, servicer, participant, lender, investor, ratings agency, or other individual or entity with respect to any proposed sale, assignment, or other transfer by Lender of any of its rights in the Loan Documents, including servicing rights, or sale or other disposition of any of the Collateral; (c) to any affiliate of Lender or any insurance or title company in connection with the transactions contemplated by the Loan Documents, including any action, suit, or proceeding arising out of, in connection with, or relating to, this Modification and the other PartyLoan Documents, the Loan, or any other transaction contemplated hereby, including in connection with the exercise of Lender’s Confidential Information: rights and remedies; (id) to the extent reasonably necessary for a Party such information is or becomes available to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; Lender from sources not known by Lender to be subject to disclosure restrictions; (iie) to the extent permissible under disclosure is required by applicable law or other legal process or is requested or demanded by any governmental authority; and (f) as may otherwise be authorized in writing by such Borrower Party. Each Borrower Party agrees that the disclosures permitted by this Section and any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a disclosures of Borrower Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights Information authorized pursuant to this Agreement or any of the License Agreement; provided that: (a) Loan Documents may be made even though any such disclosure may include involve the disclosure transmission or other communication of this Agreement’s Borrower Party Information from the nation of residence or domicile of such Borrower Party to another country or jurisdiction, and each Borrower Party waives the License Agreement’s existence and the scope provisions of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable data privacy law, rule, or regulation of any applicable governmental authority or securities exchange, including that would otherwise apply to the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sodisclosures authorized in this Section.

Permitted Disclosures. Each A Party may disclose or permit the other Party’s disclosure of Confidential Information: (i1) to its directors, officers, employees, legal or other professional advisers, on a need-to-know basis, to the extent necessary to enable it or them to perform or cause to be performed or to enforce any of its rights or obligations under this Agreement and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (2) to its directors, officers, employees, legal or other professional advisers, on a need to know basis, to the extent necessary to enable it or them to perform or cause to be performed or to discharge their duties and responsibilities to the Company after the Closing and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (3) when required to do so by law or by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; (4) to the extent reasonably necessary for that the Confidential Information has become publicly available or generally known to the public at the time of such disclosure otherwise than as a Party to prepare, file and Prosecute result of a Patent application under breach of this Agreement or other agreements between the Parties or their AffiliatesSection 9; (ii5) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) if such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes is expressly permitted by some other provision of this Agreement or other agreements between if the Partiescorresponding Party has given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed; (6) when required by any securities exchange, regulatory or governmental body having jurisdiction over the Party seeking to make the disclosure, whether or not the requirement for disclosure has the force of law or (7) in the case of an Investor, to its respective Affiliatesstockholders, consultantslimited partners, agentsmembers or other bona fide prospective investors, advisorsas the case may be, attorneysregarding the general status of its investment in the Company, outside contractors the name of the Company, a general description of the business of the Company and clinical investigatorsthe actual or estimated return on investment realized by such Investor resulting from or relating to its investment in the Company, but and in each case only if those persons are bound by where such person is under binding obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to confidence at least as comprehensive as those contained in this Agreement; provided, such Party Agreement (which it undertakes to enforce and for which it shall be responsible for legally responsible) and no Investor shall be permitted to disclose any breaches of confidentialityConfidential Information to any stockholders, non-disclosure and non-use by any such Affiliatelimited partners, consultant, agent, advisor, attorney, outside contractor members or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and other bona fide prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and who (bi) such disclosure be expressly limited to establish, carry out, is engaged, concerned or interested directly or indirectly in any business in competition with the existence of this Agreement and the License Agreement and the scope business of any license granted hereunder Group Company in any jurisdiction or thereunder; (viii) to are included in a list of sensitive parties the extent reasonably necessary to enforce this Agreement or other agreements between Company notifies the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable Investor of in writing from time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sotime.

Permitted Disclosures. Each Party may disclose Notwithstanding anything in the other Party’s Confidential Informationforegoing to the contrary, and subject to applicable Laws: (i) the Company may disclose (1) the Confidential Information to its current or bona fide prospective investors, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such Persons are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7.1, (2) such Confidential Information as is required to be disclosed pursuant to routine examination requests from Governmental Authorities with authority to regulate the Company’s operations, in each case as the Company deems appropriate in good faith after consultation with the Investors, (3) the Confidential Information in its filings with the SEC or the prospectuses to the extent reasonably necessary public in connection with the public offering of any shares of the Company or any other member of the Company Group, provided that each Investor shall have the right to review and comment on such information for a reasonable period of time (but in any event no more than three (3) business days) prior to its inclusion in such filings, and (4) the Confidential Information to any Person to which disclosure is approved in writing by the Company and the Investors. Any Party hereto may also provide disclosure in order to preparecomply with applicable Laws, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates;as set forth in Section 7.1(d) below. (ii) the Investors shall have the right to disclose: (1) any Confidential Information to any of such Investors’ Affiliates or Representatives; provided, however, that any such Person shall be advised of the extent permissible confidential nature of the Confidential Information and are under any other agreements between the Parties or their Affiliatesappropriate nondisclosure obligations substantially similar to those set forth in this Section 7.1; (iii2) any information as required by Law, Government Authorities, legal process and/or exchanges, subject to the extent reasonably necessary for a Party to develop provision in Section 7.1(d) below; and/or (3) any information contained in press releases or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field public announcements of rights the Company pursuant to this Agreement or the License Agreement; provided that: (aSection 7.1(b) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soabove.

Permitted Disclosures. Each Party Notwithstanding anything herein to the contrary, Recipient may disclose the other Party’s Confidential Information: (i) Information of Discloser to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatto: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of a governmental agency or order of a court of competent jurisdiction, (b) to disclose information to any governmental authority agency for purposes of obtaining approval to test or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule market a Product or (c) prosecute or defend litigation; provided that if Recipient is required by law or regulation to make any such disclosure of Discloser’s Confidential Information, it will notify the other Party, allow the other Party a give reasonable time advance notice to seek Discloser of such disclosure requirement and will use commercially reasonable efforts to assist such Discloser to secure a protective order or confidential treatment of the Confidential Information required to be disclosed and will limit disclosure to such Confidential information required to be disclosed. In addition, notwithstanding anything herein to the contrary, Recipient may disclose Discloser’s Confidential Information to the extent (if appropriate)and only to the extent) such disclosure is reasonably necessary in the following instances: (i) in order for it to reasonably fulfill its obligations herein and to conduct its ordinary course of business, to its subcontractors, vendors, outside legal counsel, accountants and reasonably cooperate auditors under written obligations of confidentiality and non-use no less protective of the of the Confidential Information than the terms and conditions of this Section 10; (ii) in connection with prosecuting and enforcing intellectual property rights in connection with Recipient’s rights and obligations pursuant to this Agreement; and (iii) in connection with exercising its rights hereunder, to its Affiliates, potential and future bona fide collaborators (including sublicensees, potential and permitted acquirers or assignees and potential investment bankers, investors and lenders) under written obligations of confidentiality and non-use no less protective of the other Party’s efforts to do soConfidential Information than the terms and conditions of this Section 10.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the other Party’s Confidential Information: Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to the extent reasonably proviso below, by any Party hereto, in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange in a relevant jurisdiction) and with judicial process, if based on the reasonable advice of the Receiving Party’s counsel, such disclosure is necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; such compliance; (ii) subject to the extent permissible under proviso below, by any other agreements between the Parties Party hereto, in connection with prosecuting or their Affiliates; defending litigation; (iii) by any Party hereto, in connection with filing and prosecuting Protiva Project Patents and Joint Project Patents only in a manner that complies with such Party’s rights and obligations in connection with such matters as set out in the Transaction Agreements; (iv) subject to the extent reasonably necessary for a Party to develop proviso below, by Licensee, its Sublicensees, or commercialize, directly their sublicensees in connection with any legal or indirectly through one or more licensees, products regulatory requirements related to the development, sale, offer for sale, use or utilizing manufacture of commercial products (or potential commercial products) that use or employ Protiva Intellectual Property, such as labeling requirements, disclosures in connection with obtaining regulatory approvals, and the like, so long as the discovery, development, use, manufacture, and commercialization of such products has been and is performed in a manner that complies with the terms and conditions of Licensee’s license to such Protiva Intellectual Property within and reasonable steps shall be taken to maintain the confidentiality of said Confidential Information even when disclosed for legal or regulatory purposes; (v) subject to the proviso below, by the Licensee, to its allocated Affiliates, permitted acquirers or assignees under the Transaction Agreements and its or any of their research collaborators, subcontractors, lenders (but, with respect to lenders, only Confidential Information related to the terms and conditions of the Transaction Agreements and financial information related thereto), and each of the Licensee’s and its Affiliates’ respective directors, employees, contractors and agents; and (vi) subject to the proviso below, by Protiva, to its Affiliates, permitted acquirers or retained) field assignees under the Transaction Agreements and its or any of rights pursuant their research collaborators, subcontractors, lenders (but, with respect to this Agreement or lenders, only Confidential Information related to the License Agreement; provided that: terms and conditions of the Transaction Agreements and financial information related thereto), and Protiva’s and its Affiliates’ respective directors, employees, contractors and agents, provided, that (a) with respect to clause (i), (ii) and (iv) where legally permissible, (1) the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may include deem appropriate to protect the confidentiality of the information to be disclosed, and (2) consistent with applicable law or regulation, the Disclosing Party shall have the right to suggest reasonable changes to the disclosure of this Agreement’s to protect its interests and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; Receiving Party shall not unreasonably refuse to include such changes in its disclosure, and (b) with respect to clause (v) and (vi), each Person to whom Confidential Information is disclosed must be bound prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to restrictions at least as restrictive as those contained in this Agreement; providedAgreement (other than investment bankers, such Party shall investors and lenders, who must be responsible for any breaches bound prior to disclosure by commercially reasonable obligations of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Notwithstanding Section 4.1, each Party may shall be permitted to disclose the other Party’s Confidential Information, if such Confidential Information: (ia) is disclosed by Merck (or its Affiliates or Related Parties) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement governmental authorities or other agreements between the Parties or their Affiliates; Regulatory Authorities in order to obtain patents (ii) subject to the extent permissible under any other agreements between the Parties terms and conditions of ARTICLE 7) or their Affiliates; (iii) to the extent reasonably necessary for a Party gain or maintain approval to develop conduct Clinical Trials or commercializeto market Product, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) but such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain (i) Patent Rights claiming or other agreements between covering any Program Nanobody, Compound or Product (or the Parties Research, Development or their AffiliatesCommercialization thereof) or (ii) authorizations for any Program Nanobody, Compound or Product; (viib) is disclosed by Merck (or its Affiliates) to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the extent reasonably course of business in accordance with this Agreement (including the exercise of licenses granted to Merck hereunder) on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement, provided that, in accordance with Section 2.3, if Merck engages a Third Party subcontractor to perform its Research Program activities, unless otherwise set forth in the applicable Work Plan, Merck shall not disclose to such Third Party subcontractor any Ablynx Background Know-How that is solely and specifically related to making or generating (including selection of and screening for) Program Nanobodies without obtaining the prior written consent of Ablynx (such consent not to be unreasonably withheld); or CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c) is deemed necessary by counsel to comply with the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement. In addition, if a subpoena, court order, Party is required by judicial or administrative orderprocess or Applicable Law (including as may be required by obligations of public disclosure to investors as required by Applicable Law) to disclose Confidential Information that is subject to the non-disclosure provisions of Section 4.1 or Section 4.3, as applicable, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Before complyingConfidential Information that is disclosed by judicial or administrative process or as required by Applicable Law shall remain otherwise subject to the confidentiality and non-use provisions of Section 4.1 and Section 4.3, as applicable, and the Party subject disclosing Confidential Information pursuant to such subpoena, law or court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and as required by Applicable Law shall take all steps reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchangenecessary, including obtaining an order of confidentiality, to ensure the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to continued confidential treatment of such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soConfidential Information.

Permitted Disclosures. Each Party Notwithstanding anything in the foregoing to the contrary and subject to applicable Law: (a) each member of the Company Group and the Investors may disclose (i) the Confidential Information to its current or bona fide prospective investors, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such Persons are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 13, (ii) such Confidential Information as is required to be disclosed pursuant to routine examination requests from Governmental Authorities with authority to regulate such Party’s operations, in each case as such Party reasonably deems appropriate, (iii) the Confidential Information to any Governmental Authority in connection with an IPO of the Company, or a Registration Statement for a subsequent securities offering, provided that any affected Investor shall have the right to review and comment on any such Confidential Information related to it for a reasonable period of time (but in any event no more than three (3) business days) prior to the filing of its IPO or other Registration Statement, and (iv) the Confidential Information to any Person to which disclosure is approved in writing by the other PartyParties hereto. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 13.4 below. (b) each Investor (and its fund manager) may, without disclosing the identities of the other Investors or the terms of their respective investments in the Company without their or the Company’s Confidential Informationconsent, disclose such Investor’s investment in the Company to third parties 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). If it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by such Investor. (c) each Investor shall have the right to disclose: (i) any Confidential Information to such Investor’s Affiliate, such Investor’s and/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager auditor, insurer, accountant, consultant or to an officer, director, general partner, limited partner, fund manager, shareholder, investor, bona fide potential investor, counsel or advisor, or employee of such Investor and/or any of its Affiliate; provided, however, that any such Person shall be advised of the extent reasonably necessary for a Party confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to prepare, file and Prosecute a Patent application under those set forth in this Agreement or other agreements between the Parties or their AffiliatesSection 13; (ii) to the extent permissible under any other agreements between the Parties or their Affiliatesinformation for fund and inter-fund reporting purposes; (iii) any information as required by Law, Government Authorities, and/or exchanges, subject to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialityprovision in Section 13.4 below; (iv) any information to the extent reasonably necessary for the purposes bona fide prospective purchasers/investors of this Agreement any share, security or other agreements between interests in the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this AgreementCompany; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made;and/or (v) any information contained in connection with communications press releases or public announcements of the Company pursuant to such Party’s stockholders and prospective investorsSection 13.2 above; provided that unless otherwise agreed between that, other than disclosures made to its direct limited partners on a needed basis, no Investor may disclose any Confidential Information to any Company Competitor (including any Company Global Competitor) without the Parties: (a) such stockholders and prospective investors are subject to obligations prior written consent of confidentiality no less stringent than those contained herein; and (b) such disclosure the Company, which consent shall not be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sounreasonably withheld.

Permitted Disclosures. Each Party may disclose the other Party’s B3.1 The terms of this Confidentiality Agreement shall not apply to any Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatInformation which is: (a) such disclosure may include disclosed by a Party or its Representatives pursuant to the disclosure requirements of this Agreement’s and law, regulation, or instruments thereunder or in connection with any legal proceedings , including if required by the License Agreement’s existence and the scope of any license granted hereunder or thereunderAccess to Information Act; and (b) prior to making any such already in the possession of the Recipient at the time of its disclosure pursuant to this subsection, such by the Disclosing Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in Recipient under this Agreement; provided(c) disclosed to the Recipient (or substantially identical to information disclosed to the Recipient) by a source other than the Disclosing Party, such Party shall provided that the source of information is not known to the Recipient to be responsible for any breaches of confidentiality, non-disclosure and non-use bound by any obligations of confidentiality which prohibit disclosure of such Affiliateinformation; (d) used or disclosed by the Recipient with the prior written approval of the Disclosing Party; (e) furnished by EDC to the Auditor General of Canada; or (f) required to be disclosed by EDC pursuant to EDC’s Disclosure Policy or pursuant to Canada's or EDC's international commitments. Nothing in this Confidentiality Agreement shall prohibit EDC’s disclosure, consultantfollowing the signing of the Agreement, agentof the following information: the name of the Supplier, advisorthe amount of the total fees paid and payable by EDC to the Supplier under the Agreement; the total value of the contract, attorneyand a general description of the Services and Deliverables. B3.2 In addition to 3.1, outside contractor or clinical investigator the terms of this Confidentiality Agreement shall not apply to whom disclosure Confidential Information that is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Partiesnot Customer Information which is: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinindependently developed by the Recipient; and (b) such disclosure be expressly limited in the public domain at the time of its disclosure, or subsequently made available to the existence of this Agreement and general public by a person other than the License Agreement and Recipient, or by the scope of any license granted hereunder or thereunder; (vi) Recipient, but only to the extent reasonably necessary to enforce that in making such information public, the Recipient was not in breach of this Agreement Agreement; or (c) requested by any governmental agency or other agreements between the Parties or their Affiliates; regulatory authority (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of including any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateself-regulatory organization having have jurisdiction), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Notwithstanding the provisions of Section 11.1, each Party may disclose Confidential Information belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations or as otherwise required by Applicable Laws (including any such disclosures as are required by a Regulatory Authority in connection with seeking Regulatory Approval, pricing and reimbursement approval, import authorization for any Licensed Product in the Territory, or the rules or regulations of the United States Securities and Exchange Commission or similar Regulatory Authority in a country other than the United States or of any stock exchange or listing entity (including in connection with the public sale of securities)); (d) disclosing to its Affiliates, employees, directors, consultants, attorneys, and other professional advisors, and in Lian’s case (but, subject to Section 6.1(b), excluding any Confidential Information relating to the Manufacturing of the Licensed Products), to its Sublicensees and Third Party subcontractors, in each case who have a legitimate need to know such information, data, or materials and who are bound by written confidentiality obligations at least as restrictive as those set forth herein; and (e) disclosure to Third Parties in connection with due diligence or similar investigations by or on behalf of a Third Party in connection with a potential license or sublicense to, distribution agreement with or collaboration with such Third Party (including entry into any such agreement), or a potential merger or acquisition by such Third Party, and disclosure to potential or actual Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by similar terms of confidentiality and non-use at least as stringent as those set forth in this Article 11 (provided that the term may be shorter as is customary for the context, but at least [***]). Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information: (iInformation pursuant to Section 11.3(b) or Section 11.3(c), it shall, to the extent reasonably necessary for permitted by Applicable Laws, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts; provided that any Confidential Information so disclosed shall still be subject to the restrictions on use set forth in this Article 11. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. If either Party concludes that a Party to prepare, file and Prosecute a Patent application under copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar Governmental Authority in a country other agreements between than the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercializeUnited States, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, then such Party will, if reasonably practicala reasonable time prior to any such filing, take reasonable steps to limit provide the scope other Party with a copy of such disclosure agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosuresuggest additional redactions, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to will take such Party’s stockholders reasonable comments into consideration before filing such agreement and prospective investors; provided that unless otherwise agreed between the Parties: (a) use reasonable efforts to have terms identified by such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose afforded confidential treatment by the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soGovernmental Authority.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary order to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation (including any securities law or regulation or the rules of a securities exchange) or with a legal or administrative proceeding; (b) in connection with prosecuting or defending litigation, preparing, filing or seeking Marketing Approvals and other Regulatory Filings and communications in connection with Products, and filing, prosecuting and enforcing Patent Rights in connection with Receiving Party’s rights and obligations pursuant to this Agreement; and (c) in connection with performing its obligations or exercising its rights hereunder, to its Affiliates; potential and future collaborators (including Sublicensees where RBNC is the Receiving Party); potential and permitted acquirers or assignees; and potential investment bankers, investors, legal advisors and lenders; provided, however, that (1) with respect to Sections 8.1.4(a) or 8.1.4(b), where reasonably possible, Receiving Party will notify the other Disclosing Party of Receiving Party, ’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the other Disclosing Party a reasonable adequate time to seek a protective order take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (if appropriate2) with respect to Section 8.1.4(c), each of those named people and reasonably cooperate entities are required to comply with the restrictions on use and disclosure at least as restrictive as those set forth in Section 8.1.2 (Restrictions) (other Party’s efforts than investment bankers, investors, legal advisors and lenders, which must be bound prior to do sodisclosure by commercially reasonable obligations of confidentiality).

Permitted Disclosures. Each Notwithstanding any provision to the contrary in Section 7.1, Section 7 shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party; (d) disclosures of Confidential Information by a Party may disclose to its current or bona fide prospective investor, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the other confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7; (e) disclosures of Confidential Information to a bona fide prospective investor or transferee of the Purchased Shares held by the Investors where such investor or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7; (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company, the Founders and the Investors; and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any stock exchange), in which case the party required to make such disclosure (the “Disclosing Party’s Confidential Information: (i”) shall, to the extent reasonably necessary for a Party to preparepracticable and legally permissible, file (i) provide the other Parties hereto with prompt written notice of that fact, and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to shall consult with the extent permissible under any other agreements between the Parties or their Affiliates; (iii) hereto regarding such disclosure, and shall, to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field possible and with the cooperation and reasonable efforts of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Development Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderhereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; and (c) this subsection will not apply to any BSC Core Product Information owned by CPI; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that that, unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderhereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority Governmental Authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) Information to the extent reasonably necessary for a that such disclosure is: 8.2.1 made by or on behalf of the receiving Party to preparethe Regulatory Authorities as required in connection with any filing, file and Prosecute application or request for an approval or authorization of a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) Product; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent permissible under any other agreements between the Parties or their Affiliatespracticable and consistent with Applicable Law; 8.2.2 made by or on behalf of the receiving Party in response to a valid order of a Governmental Authority of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law (iii) including, for clarity, any disclosure required by Applicable Law on cxxxxxxxxxxxxx.xxx or disclosure required by reason of filing with securities regulators); provided, however, that the receiving Party shall first have given notice to the extent reasonably necessary for a disclosing Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or and given the License Agreement; provided that: disclosing Party (a) a reasonable opportunity to quash such disclosure may include order or to obtain a protective order or confidential treatment requiring that the disclosure of this Agreement’s Confidential Information and documents that are the License Agreement’s existence and the scope subject of any license granted hereunder such order be held in confidence by such court or thereunder; agency or, if disclosed, be used only for the purposes for which the order was issued and (b) prior a right to making any review and comment upon such disclosure disclosure, which comments shall be considered in good faith by the receiving Party; and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order; 8.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, enforcing or defending a Patent pursuant to the terms of this subsectionAgreement in a manner not inconsistent with Article 7; provided, such Party willhowever, if reasonably practical, take that reasonable steps measures shall be taken to limit the scope assure confidential treatment of such disclosure and its effect on confidentiality; (iv) information, to the extent reasonably necessary for such protection is available; 8.2.4 made by the purposes of this Agreement receiving Party or other agreements between the Partiesits Affiliates, Sublicensees or subcontractors to its respective Affiliatesor their attorneys, consultants, agentsauditors, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementconsultants or contractors; provided, however, that such Party persons shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are 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 8 (with a duration of confidentiality and non-use obligations as appropriate that is no less stringent than those contained herein; and [***] (b[***]) years from the date of disclosure); 8.2.5 made by or on behalf of the receiving Party where such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; is required by a Regulatory Authority (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply including in filings with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement, or the terms of this Agreement, and agrees that each Party may make such disclosures as required by Applicable Law; provided that, to the New York Stock Exchange. Before complyingextent permitted, the Party subject to seeking such law, rule or regulation will notify the other Party, allow disclosure first provides the other Party a reasonable time copy of the proposed disclosure; and provided, further, that the receiving Party shall afford to seek a protective order the other Party an opportunity to review and comment, which period shall be no less than [***] (if appropriate)[***]) Business Days, including to propose redactions to the terms of this Agreement, and reasonably cooperate the receiving Party shall accept any reasonable comments so provided; or 8.2.6 made by the receiving Party to potential or actual investors, acquirors, collaborators, business partners, licensees/Sublicensees, legal or financial advisors; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the other Party’s efforts obligations of confidentiality and non-use of the receiving Party pursuant to do sothis Article 8 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] ([***]) years from the date of disclosure).

Permitted Disclosures. Each Notwithstanding Section 11.1.2, either Party may disclose Confidential Information of the other Party to such Party’s Affiliates and (a) [***]; (b) its and their employees, consultants, agents, and advisors, on a need to know basis, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Article 11; and (c) its and their accountants and lawyers, on a need to know basis, each of whom prior to disclosure must be bound by written or legally enforceable professional ethical obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Article 11; provided that, the scope of Confidential Information: Information that may be disclosed to any Person under this Section 11.1.3 is limited to the terms of this Agreement and any notices given hereunder and not any other Confidential Information of such other Party unless otherwise agreed to in writing by such other Party. In addition, notwithstanding Section 11.1.2, either Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances set forth below. In any such event, to the extent legally practicable, the receiving Party shall (i) give reasonable advance notice to the extent reasonably necessary for a other Party to prepare, file of such disclosure; and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit avoid or minimize the scope of such disclosure and by securing confidential treatment of such Confidential Information prior to its effect on confidentialitydisclosure (whether through protective orders or otherwise): 11.1.3.1 in the case of Broad or Company as the receiving Party, prosecuting or defending litigation in accordance with Article 7 of this Agreement; (iv) to 11.1.3.2 in the extent reasonably necessary for case of Company as the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other receiving Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate making filings with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and or foreign equivalent, any stock exchange or market, or any Regulatory Authorities, which shall include publicly disclosing or filing this Agreement as a “material agreement” in accordance with applicable law or applicable stock exchange regulations; and 11.1.3.3 in the New York Stock Exchange. Before complying, case of Broad or Company as the Party subject to such law, rule or regulation will notify the other receiving Party, allow complying with applicable laws, rules, regulations or orders requiring submission of such CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. information to governmental authorities, including disclosures ordered by the FDA or similar authorities, courts of competent jurisdiction or other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sogovernment authorities or agencies.

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Provider, to Provider’s Affiliates and the Project Owner and operator but solely to the extent reasonably necessary for a Party Provider to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement and Provider’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of CPE, to CPE’s Affiliates and CPE’s and its Affiliates’ employees and to CPE’s counsel, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by CPE from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with CPE’s performance of its duties as Central Procurement Entity, shall be limited to CPE’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting CPE’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeCPE’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant 00-00-000 and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decision; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) pursuant to Section Ten.4; (vi) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or CAISO rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vii); provided that unless otherwise agreed between (g) in order to comply with any applicable regulation, rule, or order of the Parties: CPUC, CEC, or FERC; (aviii) such stockholders and prospective investors are subject as CPE deems necessary in order to obligations demonstrate the reasonableness of confidentiality no less stringent than those contained hereinits actions to a duly authorized Governmental Authority including the CPUC or any division thereof; and (bix) such disclosure be expressly limited to the existence of this Agreement Independent Evaluator, as defined and specified in the License Agreement and the scope of any license granted hereunder Protocol; or thereunder; (vix) to the extent reasonably necessary for CPE to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) exercise its exclusive rights to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, Local RA Attributes forming part of the Party subject to such subpoena, court order or administrative order will notify Showing Quantity during the Showing Term other Party, allow than the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopricing information in Section Four.2.

Permitted Disclosures. Each Party may disclose So long as the Company Board (or a committee thereof) expressly reaffirms the Company Board Recommendation in such disclosure (other Party’s Confidential Information:than in a customary “stop, look and listen” communication to the Company Stockholders pursuant to Rule 14d-9 promulgated under the Exchange Act): (i) nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (A) taking and disclosing to the extent reasonably necessary for Company Stockholders a Party position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to preparethe Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (B) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (C) informing any Person of the existence of the provisions contained in this Section 5.3; or (D) making any disclosure to the Company Stockholders (including regarding the business, file financial condition or results of operations of the Company and Prosecute its Subsidiaries) that the Company Board (or a Patent application under this Agreement or other agreements between the Parties or their Affiliates;committee thereof) has determined in good faith is required by applicable Law; and (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary it is understood and agreed that, for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that (A) describes the Company’s and receipt of an Acquisition Proposal; (B) identifies the License Agreement’s existence and Person or Group making such Acquisition Proposal; (C) provides the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope material terms of such disclosure and its effect on confidentiality; Acquisition Proposal; or (ivD) to describes the extent reasonably necessary for the purposes operation of this Agreement with respect thereto will not, in any case, be deemed to be (1) a withholding, withdrawal, amendment, qualification or other agreements between modification, or proposal by the PartiesCompany Board (or a committee thereof) to withhold, to its respective Affiliateswithdraw, consultantsamend, agentsqualify or modify, advisorsthe Company Board Recommendation; (2) an adoption, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor approval or clinical investigator to whom disclosure is made; (v) in connection recommendation with communications respect to such Party’s stockholders and prospective investorsAcquisition Proposal; provided that unless otherwise agreed between the Parties: or (a3) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCompany Board Recommendation Change.

Permitted Disclosures. Each Party may Notwithstanding clauses 9.1 and 9.2, each party shall be permitted to disclose the other Disclosing Party’s Confidential Information to the extent that: (a) a party is required by applicable Law to disclose any of the Disclosing Party’s Confidential Information:, provided such party promptly gives notice to the Disclosing Party of that requirement and discloses only that portion of such Confidential Information which it is legally required to disclose; (b) disclosure is reasonably necessary under applicable Law to obtain any Authorisation contemplated by this Agreement, including any Authorisation AVEO may be required to obtain to fulfil its obligations under clause 3, provided such party promptly gives notice to the Disclosing Party and discloses only that portion of such Confidential Information which is reasonably necessary to disclose; (c) disclosure is reasonably necessary in prosecuting or defending Claims, provided that such party takes all reasonable measures, including seeking protective orders, to minimize unnecessary disclosure of such Confidential Information; (d) disclosure is reasonably necessary to (i) prospective and actual licensees, Sub-licensees, distributors, acquirors, bankers, lenders or investors, and (ii) others in order to (and solely to the extent required to) exercise such party’s rights or fulfil its obligations under this Agreement (including commercialization or Sub-licensing of Licensed Patent Rights, Licensed Know How or Licensed Products) on a need to know basis, each of whom in (i) and (ii) prior to disclosure must be bound by similar obligations of confidentiality and non-use on terms substantially the same as those in this clause 9 that are of reasonable duration in view of the circumstances of the disclosure; and (e) to the extent reasonably necessary for a Party mutually agreed to prepare, file and Prosecute a Patent application under this Agreement or other agreements between in writing by the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soparties.

Permitted Disclosures. Each Notwithstanding the foregoing, Section 10.3(i) shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party; (d) disclosures of Confidential Information by a Party may disclose to its current or bona fide prospective investor, Affiliates and their respective employees, directors, members and observers of investment committees, bankers, lenders, accountants, legal counsels, business partners, investors, representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 10.3; (e) disclosures of Confidential Information to a bona fide purchaser or transferee of the Shares held by an Investor hereunder where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 10.3; (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company and the Investors hereunder; and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any Governmental Authority or stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall, to the extent permitted by such applicable laws and practicable, provide the other Party’s Confidential Information: (i) Parties hereto with prompt written notice of that fact, shall consult with the other Parties hereto regarding such disclosure, and shall, to the extent reasonably necessary for a Party to prepare, file possible and Prosecute a Patent application under this Agreement or with the cooperation and reasonable efforts of the other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each Notwithstanding the foregoing, the Receiving Party may disclose the other Disclosing Party’s Confidential Information: Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to the extent reasonably necessary for a Party know” in order to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for carry out the purposes of this Agreement or other agreements between to provide professional advice in connection with this Agreement, (ii) are legally bound to the Parties, Receiving Party to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if protect information such as the Confidential Information under terms at least as restrictive as those persons are bound by obligations of confidentiality, non-disclosureprovided herein, and non-(iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use substantially similar in scope to those as set forth in this Agreement; provided, such Section. The Receiving Party shall be responsible liable to the Disclosing Party for the acts or omissions of any breaches Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of confidentialitythis Agreement. Additionally, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator it shall not be a breach of this Section for the Receiving Party to whom disclosure is made; (v) in connection with communications to such disclose the Disclosing Party’s stockholders and prospective investors; Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless otherwise agreed between expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. If You are the Parties: Customer but not the End Customer, You shall be permitted to provide to the End Customer Confidential Information of Provider for the purposes only of the SO and You agree that, prior to Provider providing Services to the End Customer under an SO, (ai) such stockholders and prospective investors are subject to obligations of You shall ensure that a nondisclosure or confidentiality agreement on terms no less stringent onerous than those contained herein; in this section Confidential Information shall be in effect with the End Customer and in any event (bii) such disclosure You agree to be expressly limited jointly and severally liable for any acts or omissions by the End Customer with respect to the existence Provider’s Confidential Information that, if done or not done by You would be a breach of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection Confidential Information.

Permitted Disclosures. Each The confidentiality obligations contained in Section 7.1 of this Agreement shall not apply to the extent that (a) any receiving Party may disclose (the other Party’s Confidential Information: “Recipient”) is required (i) to the extent reasonably necessary for disclose information by law, order or regulation of a Party to preparegovernmental agency or a court of competent jurisdiction, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product, provided in either case that the extent permissible under Recipient shall provide written notice thereof to the other Parties and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions or inaction of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by any other agreements between the Parties Party hereunder; or their Affiliates; (iii) the disclosed information was disclosed to the extent reasonably necessary for Recipient on an unrestricted basis from a source unrelated to any Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement and not under a duty of confidentiality to any other Party, or (iv) the License Agreement; provided that: disclosed information was independently developed by Recipient without use of any Confidential Information of the disclosing Party. 7.2.1 Each Party acknowledges that the other Party has certain time-critical reporting obligations by virtue of its status as a public corporation and agrees to cooperate in preparation of a joint press release regarding the execution and general terms of this Agreement to be issued concurrently with a Form 8-K report that must be filed with the SEC by each Party within four (a4) such disclosure may include business days of the disclosure Effective Date. The Parties further agree that once they have mutually agreed upon descriptive language that describes the material terms of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior , either Party may continue to making any use such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and descriptive language in its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement future SEC filings or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons investor communications so long as such future communications are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise not materially different than what was previously agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soupon.

Permitted Disclosures. Each receiving Party may disclose agrees to take at least those measures that it employs to protect its own confidential information of a similar nature (in no event less than reasonable care) to protect the other secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the disclosing Party, including without limitation, (i) institute and maintain security procedures to identify and account for all copies of Confidential Information of the disclosing Party and (ii) limit disclosure of the disclosing Party’s Confidential Information: (i) Information to the extent reasonably necessary for a Party its Affiliates in Agreed Countries and each of its and their respective officers, directors, employees, agents, consultants, advisors, and independent contractors, actual or potential acquirers, distributors having exclusive rights to prepare, file distribute and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through market Products in one or more countries (or to other distributors, provided such disclosure is pursuant to a three-way confidentiality agreement with CLIENT and LONZA) and licensees, products related and others having a need to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) know such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary Confidential Information for the purposes of this Agreement (“Permitted Recipients”); provided that such persons or other agreements between entities are informed of the Parties, terms of this Agreement and are subject to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by written obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use (which written obligations shall include confidentiality agreements executed by employees as part of such employees’ employment with the receiving Party) no less restrictive in scope than those set forth herein and for a reasonable time period, which period shall with respect to any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: technical information regarding manufacture be (a) at least five (5) years from the disclosure of the Confidential Information to such stockholders persons or entities in the case of actual or potential acquirers, distributors having exclusive rights to distribute and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; market Products in one or more countries and licensees, and (b) at least ten (10) years from the disclosure of the Confidential Information to such disclosure persons or entities in other cases; and provided further that the receiving Party shall be expressly limited fully liable for any and all breaches by its Permitted Recipients. Each Party shall have the right to disclose the existence Confidential Information of this Agreement the other Party in its regulatory filings and other communications with Regulatory Authorities in connection with the License Agreement manufacture, development and/or commercialization of Products, and the scope of any license granted hereunder or thereunder; otherwise (vi) subject to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (viiSection 12.5 below, if applicable) to the extent reasonably necessary to comply with a subpoenaApplicable Law, court orderincluding securities laws, regulations or guidance, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party with applicable rules of a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities public stock exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepareFor purposes of this Article 11, file information and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: data described in clause (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior of Section 11.1 above shall be referred to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to as “Information.” To the extent it is reasonably necessary for the purposes of or appropriate to fulfill its obligations or exercise its rights under this Agreement Agreement, (a) a party or other agreements between the Parties, its Affiliates may disclose Information it is otherwise obligated under this Article 11 not to disclose to its respective Affiliatessublicensees, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those on a need-to-know basis on condition that such persons are bound by obligations of confidentiality, non-disclosure, or entities agree to keep the Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator party is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinInformation confidential; and (b) a party or its Affiliates or its sublicensees may disclose such disclosure be expressly limited Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent that such disclosure is reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court orderobtain patents, or administrative orderto obtain Regulatory Approval for and/or to commercially market, any Research Compound, Lead Compound, Candidate Compound, Development Compound or Product, provided that the disclosing party shall request confidential treatment thereof. Before complyingIn addition, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an party may disclose Information as required by applicable law, ruleregulation or judicial process, regulation provided that such party shall give the other 1. The obligation not to disclose or use Information shall not apply to any part of any governmental authority such Information that (i) is or securities exchangebecomes patented, including published or otherwise part of the FDApublic domain other than by acts or omissions of the party obligated not to disclose such Information in contravention of this Agreement; or (ii) is disclosed to the receiving party, or its Affiliates or its sublicensees by a third party, provided that, to the Securities and Exchange Commission and knowledge of the New York Stock Exchange. Before complyingreceiving party, the Party subject to such law, rule or regulation will notify Information was not obtained on a confidential basis by such third party from the other Partyparty to this Agreement; or (iii) prior to disclosure under this Agreement, allow was already known by the receiving party or any of its Affiliates, provided such information was not obtained directly or indirectly from the other Party party to this Agreement under an ongoing obligation of confidentiality; (iv) is disclosed in a reasonable time press release agreed to seek a protective order by both parties under Section 11.3 below; or (if appropriate), and reasonably cooperate with v) is independently developed by or for the other Party’s efforts receiving party without reference to do soor reliance on any Information.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of I understand that nothing in this Agreement prohibits or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, restricts me (or my attorney, outside contractor ) from filing a charge or clinical investigator to whom disclosure is made; (v) in connection complaint with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying(SEC), the Party Financial Industry Regulatory Authority (FINRA), or any other securities regulatory agency or authority, the Occupational Safety and Health Administration (OSHA), any other self-regulatory organization, or any other federal or state regulatory authority (“Government Agencies”). I further understand that this Agreement does not limit my ability to communicate, without notice to the Company, with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency in connection with reporting a possible securities law violation. This Agreement does not limit my right to receive an award for information provided to any Government Agencies or to otherwise make disclosures relating thereto to any such Governmental Agency that are protected under the whistleblower provisions of any such law or regulation. I understand that the disclosures permitted in accordance with this provision require that (i) such communications and disclosures are consistent with applicable law and made in good faith and (ii) the information subject to such disclosure was not obtained by me through a communication that was subject to the attorney-client privilege or the attorney work product doctrine, unless such disclosure of that information would otherwise be permitted by an attorney pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise. In addition, I understand that nothing in this Agreement in any way prohibits or is intended to restrict or impede and shall not be interpreted or understood as restricting or impeding, me from exercising my rights under Section 7 of the National Labor Relations Act (NLRA) or from exercising protected rights to the extent that such rights cannot be waived by agreement, or otherwise disclosing information as permitted by law. (b) I understand that I am hereby notified, pursuant to the Defend Trade Secrets Act of 2016, that I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, rule or regulation will notify (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, I understand that if I file a lawsuit for retaliation by an employer for reporting a suspected violation of law, I may disclose the other Partytrade secret to my attorney and use the trade secret information in the court proceeding, allow provided that I file any document containing the other Party a reasonable time trade secret under seal and do not disclose the trade secret, except pursuant to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do socourt order.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary order to comply with applicable law (including any securities law or regulation or the rules of a subpoena, court order, securities exchange) or with a legal or administrative order. Before complyingproceeding; [*] = Certain confidential information contained in this document, the Party subject to such subpoenamarked by brackets, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, has been omitted and reasonably cooperate filed separately with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) in connection with prosecuting or defending litigation, Marketing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement; and (c) in connection with exercising its rights hereunder, to its Affiliates; potential and future collaborators (including Sublicensees where Company is the New York Stock Exchange. Before complyingReceiving Party); and permitted and potential acquirers or assignees; potential investment bankers, investors and lenders; provided that (1) with respect to the foregoing clause (a) or (b), where reasonably possible, Receiving Party subject shall notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such law, rule or regulation will notify the other Party, disclosure so as to allow the other Disclosing Party a reasonable adequate time to seek a protective order take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (if appropriate2) with respect to the foregoing clause (c), each of those named people and reasonably cooperate entities are required to comply with the restrictions on use and disclosure in Section 9.1.2 (Restrictions) (other Party’s efforts than investment bankers, investors and lenders, which must be bound prior to do sodisclosure by commercially reasonable obligations of confidentiality).

Permitted Disclosures. Each Notwithstanding the provisions of Section 7.1 above and subject to Sections 7.3 and 7.4 below, the receiving Party may disclose Confidential Information of the other Party’s Confidential Informationdisclosing Party as expressly permitted by this Agreement, and if and to the extent such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under filing or prosecuting Patents as expressly permitted by this Agreement or other agreements between the Parties or their AffiliatesAgreement; (iib) to the extent permissible under any other agreements between the Parties prosecuting or their Affiliatesdefending litigation as expressly permitted by this Agreement; (iiic) to the extent reasonably necessary for a Party to develop establishing, enforcing or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within defending its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of under this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (ivd) in the case of Amgen, as reasonably necessary to Develop, manufacture or Commercialize Compounds and Products in accordance with this Agreement, including providing Xencor Know-How to Regulatory Authorities, subject (where applicable) to compliance with Section 7.2(f); (e) complying with a valid order of a court or other governmental body having jurisdiction or otherwise to comply with Applicable Laws; provided that the extent reasonably necessary receiving Party shall, except where impracticable, give reasonable advance notice to the disclosing Party of the required disclosure, and, at the disclosing Party’s request and expense, cooperate with the disclosing Party’s efforts to contest such required disclosure, to obtain a protective order preventing or limiting the disclosure or requiring that the Confidential Information so disclosed be used only for the purposes for which such disclosure is required, or to obtain other confidential treatment of this Agreement the Confidential Information required to be disclosed. In any event, the receiving Party shall disclose only such Confidential Information as it is required by such order or other agreements between Applicable Laws to disclose and shall only disclose such Confidential Information for the Partiespurpose and to the entity(ies) required by such order or Applicable Laws; (f) disclosure to Affiliates, to its respective Affiliatesactual or potential Sublicensees (in the case of Amgen but only after the Option Exercise Date and thereafter during the Term), employees, consultants, agents, advisors (including financial advisors, attorneysattorneys and accountants) or agents of the receiving Party who have a need to know such information in order for the receiving Party to exercise its rights or fulfill its obligations under this Agreement, outside contractors and clinical investigatorsprovided, but only if those persons are in each case, that any such Affiliate, Sublicensee, employee, consultant, advisor or agent is, or agrees to be, bound by obligations terms of confidentiality, non-disclosure, confidentiality and non-use substantially as materially protective of such Confidential Information as this Article 7; (g) disclosure to actual or potential Third Party investors, funding sources or acquirers in connection with due diligence or similar investigations by such Third Parties, and in scope to those in this Agreement; confidential financing documents, provided, in each case, that any such Third Party shall agrees to be responsible for any breaches bound by reasonable obligations of confidentiality, non-disclosure confidentiality and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made;use; and (vh) in connection with communications to either Party may issue such Party’s stockholders press releases and prospective investors; provided that unless otherwise agreed between the Parties: (a) make such stockholders and prospective investors disclosures as it determines, based on advice of counsel, are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, applicable laws or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchangeregulations, including the FDA, rules or regulations of the United States Securities and Exchange Commission and or a similar regulatory agency in a country other than the New York Stock Exchange. Before complying, the Party subject to such law, rule United States or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soof any stock exchange.

Permitted Disclosures. Each Party The Recipient may disclose Confidential Information disclosed to it by the other Party’s Confidential InformationDiscloser to a Third Party where: (a) the Recipient has obtained the prior written approval of the Discloser to such disclosure. The Discloser must not unreasonably withhold such approval if the Recipient has procured a confidentiality undertaking in respect of the information from such Third Party in favour of both Parties on terms and conditions satisfactory to both Parties, acting reasonably; or (b) disclosure is: (i) to the extent reasonably necessary for required or compelled by any order of a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatescourt of competent jurisdiction; (ii) to the extent permissible under required or compelled by any other agreements between the Parties or their AffiliatesLaw; (iii) to the extent reasonably necessary for a Party to develop required or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of compelled by notice validly issued by any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialityAuthority; (iv) to the extent reasonably necessary for the purposes conduct of this Agreement or other agreements between the Partiesany legal proceedings, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in including any dispute resolution process under this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between reasonably required for the Parties: (a) such stockholders and prospective investors are subject to obligations performance of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderTrain Control functions; (vi) to the extent reasonably necessary to enforce this Agreement required under any stock exchange listing requirement or other agreements between the Parties or their Affiliatesrule; (vii) to required by the extent reasonably necessary to comply with a subpoena, court order, Rail Safety Regulator or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; oran Environmental Regulator; (viii) to an Operator provided that: (A) the Disclosure is: (1) required by the terms of this Agreement; (2) reasonably necessary for the performance of obligations or the exercise of rights under this Agreement or the Operator’s Train Operations Deed; or (3) reasonably necessary in connection with the safe operation of the Nominated Network; and (B) the Discloser must ensure that the Operator keeps the Confidential Information confidential on terms no less onerous than this clause 31; (ix) to the Recipient’s banker or other financial institution, to the extent reasonably necessary required for the purpose of raising funds or maintaining compliance with credit arrangements, if such banker or financial institution has executed a legally enforceable confidentiality deed in favour of the Discloser; (x) to comply with an applicable lawexpert for the purposes of a dispute resolution process, ruleor an auditor for the purposes of an audit, regulation of any governmental authority or securities exchange, including under a “User Funding Agreement” (as defined in the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateAccess Undertaking), if such expert or auditor has executed a legally enforceable confidentiality deed in favour of the Discloser; (xi) to legal practitioners and reasonably cooperate accountants of the Recipient or a Related Body Corporate of it: (A) whose duties in relation to the Recipient or the Related Body Corporate require the disclosure; (B) who are under a duty of confidentiality to the Recipient; and (C) who have been advised of the confidential nature of the Confidential Information; or (xii) otherwise permitted or required in accordance with this Agreement or the other Party’s efforts to do soAccess Undertaking (as amended by any Change in Access Undertaking).

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Provider, to Provider’s Affiliates and the Project Owner and operator but solely to the extent reasonably necessary for a Party Provider to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement and Provider’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of CPE, to CPE’s Affiliates and CPE’s and its Affiliates’ employees and to CPE’s counsel, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by CPE from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with CPE’s performance of its duties as Central Procurement Entity, shall be limited to CPE’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting CPE’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeCPE’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant 00-00-000 and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decision; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) pursuant to Section ‎10.4; (vi) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or CAISO rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vii); provided that unless otherwise agreed between (g) in order to comply with any applicable regulation, rule, or order of the Parties: CPUC, CEC, or FERC; (aviii) such stockholders and prospective investors are subject as CPE deems necessary in order to obligations demonstrate the reasonableness of confidentiality no less stringent than those contained hereinits actions to a duly authorized Governmental Authority including the CPUC or any division thereof; and (bix) such disclosure be expressly limited to the existence of this Agreement Independent Evaluator, as defined and specified in the License Agreement and the scope of any license granted hereunder Protocol; or thereunder; (vix) to the extent reasonably necessary for CPE to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) exercise its exclusive rights to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, Local RA Attributes forming part of the Party subject to such subpoena, court order or administrative order will notify Showing Quantity during the Showing Term other Party, allow than the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopricing information in Section ‎4.2.

Permitted Disclosures. Each (a) A Party may disclose Transaction Information or Evaluation Material to its Affiliates or its or its Affiliates’ Representatives for the purpose of assisting the Party in its evaluation, pursuit and implementation of a Transaction so long as the Party causes its Affiliates or its or its Affiliates’ Representatives to treat the Transaction Information or Evaluation Material in a confidential manner and as provided in this Section 4.3. (b) In the event that a Party or any of its Representatives or Affiliates are required to disclose any Transaction Information or Evaluation Material by law or in connection with a judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or pursuant to a formal request from a regulatory examiner, to such regulatory examiner, it will provide the other Party’s Confidential Information: (i) Parties with prompt and, to the extent legally permissible and reasonably necessary for a practicable, prior notice of such requirement(s). Each Party to preparealso agrees, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent legally permissible under and reasonably practicable, to provide the other Parties, in advance of any other agreements between such disclosure, with a list of any Transaction Information or Evaluation Material it intends to disclose (and, if applicable, the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field text of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s language itself) and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) Parties to the extent reasonably necessary the other Parties may seek to comply with an applicable lawlimit such disclosure, ruleincluding, regulation if requested, taking all reasonable steps, at the sole expense of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject seeking to limit such lawdisclosure, rule to resist or regulation will notify avoid any such judicial or administrative proceedings referred to above. If and to the extent, in the absence of a protective order or the receipt of a waiver from the other Party, Parties after a request in writing therefor is made by the Party (such request to be made as soon as practicable to allow the other Party Parties a reasonable amount of time to seek a protective order (if appropriaterespond thereto), the disclosing Party or its Representatives or its respective Affiliates are legally required to disclose Transaction Information or Evaluation Material to any tribunal or regulatory examiner to avoid censure or penalty, the disclosing Party will limit such disclosure to that which is legally required and reasonably cooperate with the other Party’s will use reasonable efforts to do soobtain assurances that confidential treatment will be accorded to any Transaction Information or Evaluation Material that the disclosing Party is so required to disclose, and thereafter it may disclose such information without liability hereunder.

Permitted Disclosures. Each Party may disclose 8.2.1 The confidentiality obligations contained in the other Party’s Confidential Information: previous Sections shall not apply to the extent that (a) any receiving party (the "Recipient") is required (i) to the extent reasonably necessary for disclose information by law, order or regulation of a Party to preparegovernmental agency or a court of competent jurisdiction, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the extent permissible under Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other agreements between than as a result of actions of the Parties or their Affiliates; Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the extent reasonably necessary for Recipient on an unrestricted basis from a Party source unrelated to develop any party to this Agreement and not under a duty of confidentiality to the other party; or commercialize(iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party. Notwithstanding any other provision of this Agreement, directly or indirectly through one or more licensees, products related Inverness may disclose Confidential Information of BioCurex relating to or utilizing Intellectual Property within its allocated (or retained) field of rights information developed pursuant to this Agreement to any Person with whom Inverness has, or is proposing to enter into, a business relationship, as long as such Person has entered into a confidentiality agreement with Inverness. Conversely, BioCurex may disclose Confidential Information of Inverness relating to information developed pursuant to this Agreement to any Person with whom BioCurex has, or is proposing to enter into, a business relationship, as long as such Person has entered into a confidentiality agreement with BioCurex. 8.2.2 BioCurex shall be permitted to utilize or disclose to a prospective Third Party licensee (in the License Agreement; provided that: course of negotiating the license agreement between it and such prospective Third Party licensee) Confidential Information specifically pertaining and limited to (ai) such disclosure may include the disclosure semi-exclusive nature of this Agreement’s , (ii) a description of the Licensed Materials and Technology, the Field and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; Territory and (biii) prior the Minimum Royalty Value to making any other licensees and prospective licensees, provided that such disclosure pursuant prospective licensee agrees to this subsection, such Party will, if reasonably practical, take reasonable steps to limit maintain the scope confidentiality of such disclosure and its effect on confidentiality; (iv) Confidential Information to the same extent reasonably necessary for the purposes of required by parties under this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soArticle.

Permitted Disclosures. Each 8.3.1 A Party may (the “Disclosing Party”) will be entitled to make an announcement or public statement concerning the existence, subject matter or any term of this Agreement, or to disclose Proprietary Information that the Disclosing Party is required to make or disclose pursuant to: (1) a valid order of a court or governmental authority provided that if the Disclosing Party becomes legally required to make such announcement, public statement or disclosure hereunder, the Disclosing Party shall give the other Parties prompt notice of such fact to enable the other Parties to seek a protective order or other appropriate remedy concerning any such announcement, public statement or disclosure. The Disclosing Party shall fully co-operate with the other Parties in connection with that other Party’s Confidential Information:or Parties’ efforts to obtain any such order or other remedy; or (i2) any other requirement of law or any securities or stock exchange, provided that to the maximum extent reasonably necessary for a Party to prepareallowable by such securities or stock exchange rules and regulations, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatesshall seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings; (ii3) to the extent permissible under any governmental or other agreements between the Parties regulatory agencies in order to obtain patents relating to Product, or their Affiliates; (iii) to the extent reasonably necessary for a Party gain approval to develop conduct clinical trials or commercializeto market Product, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) but such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain such patents or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do soauthorizations; or (viii4) by Acorda to its consultants, Affiliates and/or potential sublicensees for the extent reasonably necessary research and development, manufacturing and/or marketing of the Compound and/or Product (as defined in the Restated Elan License) (or for such parties to comply determine their interests in performing such activities) on the condition that such third parties agree to be bound by the confidentiality obligations consistent with an applicable law, rule, regulation this Agreement; 8.3.2 Each of the Parties shall be entitled to provide a copy of this Agreement (and any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission subsequent amendments hereto) and the New York Stock Exchange. Before complying, MS R&D Agreements to a potential third party purchaser in connection with Clause 10.2.1(2); provided that the Party subject to such law, rule relevant third party purchaser or regulation will notify assignee has entered into a confidentiality agreement on terms no less protective than the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soterms of this Clause 8.

Permitted Disclosures. Each Party Except as otherwise limited by this Agreement, each party hereto may disclose the other Partyparty’s Confidential InformationInformation only: (ia) to its Affiliates or to its or their respective advisors strictly on a need-to-know basis, if such Affiliates and other permitted recipients agree in writing to be bound by confidentiality and non-use obligations no less restrictive than the terms of this Section 10 or have a fiduciary duty of confidentiality, and provided the receiving party will be responsible for compliance of each such recipient with the confidentiality and non-use obligations set forth in this Section 10 and this Agreement, (b) to the receiving party’s existing or proposed financial investors and, in the event that Evogene is the receiving party, also to potential acquirers who propose to acquire Control, directly or indirectly, of Evogene and that have entered into a letter of intent, and a confidentiality and non-use agreement no less restrictive than the terms hereof, with Evogene in respect of such proposed acquisition, and the agents and advisors of all the foregoing, provided however, in respect of any such potential investor in or acquirer of Evogene that is a Monsanto Competitor, the permitted disclosure to such potential investor or acquirer is limited to a copy of this Agreement (with Section 5, Section 6, all Exhibits, and any other provisions reasonably requested by Monsanto redacted, it being understood that Evogene shall not be required to disclose the name of such Monsanto Competitor to Monsanto when Evogene asks Monsanto to identify any such other provisions to be redacted), for such potential investor or acquirer to inspect, but not retain, in the course of conducting due diligence (it being understood that such potential investor or acquirer may retain notes and summaries that it prepares in the course of such due diligence), and/or, at the election of such potential investor or acquirer that is a Monsanto Competitor, an unredacted copy of this Agreement may be disclosed only to an independent Third Party (e.g. outside consultant or other representative) who is neither an Affiliate of the Monsanto Competitor nor a representative of such potential investor or acquirer in the proposed acquisition of Control, together with any additional Confidential Information that may be reasonably required by such Third Party in order to validate the financial estimates proposed by Evogene in respect of this Agreement. The Third Party shall be delegated the authority solely to validate the financial estimates proposed by Evogene in respect of this Agreement. The Third Party shall not be permitted to disclose to the Monsanto Competitor sufficient data to enable the Monsanto Competitor to determine the actual Product Royalty rates, Milestone Fees, or other fees and expenses payable under this Agreement; *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (c) to the receiving party’s sublicensees permitted hereunder, subject to confidentiality terms no less restrictive than this Section 10 and will limit any disclosure to the minimum information that the receiving party reasonably determines is required to be disclosed and provided further, if this Agreement is to be disclosed to Sublicensees, then only an agreed-upon redacted version of the Agreement shall be disclosed; (d) in the case of a disclosure of Section 8 hereof, to other licensees and prospective licensees of Evogene Hits, for purposes of negotiating and administering the regulatory provisions of such licensees’ licenses with Evogene subject to confidentiality terms no less restrictive than this Section 10; and (e) to the extent such disclosure is reasonably necessary in connection with filing or prosecuting patent applications, filing or publishing a prospectus or any other document or report required in connection with any public offering of such party’s securities on any stock exchange, prosecuting or defending litigation, complying with applicable law, governmental regulations or stock exchange rules, or submitting information to tax authorities or otherwise exercising its rights hereunder, provided that if a party is required to make any such disclosure of another party’s Confidential Information, other than pursuant to a confidentiality agreement, it shall give reasonable advance notice (e.g. which will be sufficient to enable the original disclosing party to apply for a Party patent protection for inventions to preparebe disclosed), file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) possible, to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope latter party of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Partiesand, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Partyoriginal disclosing party, at the original disclosing party’s efforts cost and expense, in any effort by the original disclosing party to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek secure a protective order (if appropriate)blocking the disclosure of, or otherwise affording confidential treatment to, such Confidential Information, and will limit any disclosure to the minimum information that the receiving party reasonably cooperate with the other Party’s efforts determines is required to do sobe disclosed.

Permitted Disclosures. Each Party may disclose So long as the Company Board (or a committee thereof) expressly reaffirms the Company Board Recommendation in such disclosure (other Party’s Confidential Information:than in a customary “stop, look and listen” communication to the Company Stockholders pursuant to Rule 14d-9 promulgated under the Exchange Act): (i) nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (A) taking and disclosing to the extent reasonably necessary for Company Stockholders a Party position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to preparethe Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (B) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (C) informing any Person of the existence of the provisions contained in this Section 5.3; or (D) making any disclosure to the Company Stockholders (including regarding the business, file financial condition or results of operations of the Company and Prosecute its Subsidiaries) that the Company Board (or a Patent application under this Agreement or other agreements between the Parties or their Affiliates;committee thereof), after consultation with its outside legal counsel, has determined in good faith is required by applicable Law; and (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary it is understood and agreed that, for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof) that (A) describes the Company’s and receipt of an Acquisition Proposal; (B) identifies the License Agreement’s existence and Person or Group making such Acquisition Proposal; (C) provides the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope material terms of such disclosure and its effect on confidentiality; Acquisition Proposal; or (ivD) to describes the extent reasonably necessary for the purposes operation of this Agreement with respect thereto will not, in any case, be deemed to be (1) a withholding, withdrawal, amendment, qualification or other agreements between modification, or proposal by the PartiesCompany Board (or a committee thereof) to withhold, to its respective Affiliateswithdraw, consultantsamend, agentsqualify or modify, advisorsthe Company Board Recommendation; (2) an adoption, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor approval or clinical investigator to whom disclosure is made; (v) in connection recommendation with communications respect to such Party’s stockholders and prospective investorsAcquisition Proposal; provided that unless otherwise agreed between the Parties: or (a3) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCompany Board Recommendation Change.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Development Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderhereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; and (c) this subsection will not apply to any BSC Core Product Information owned by CPI; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderhereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority Governmental Authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Proprietary Information belonging to the Disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) Prosecution and Maintenance of Patents as permitted by this Agreement; (b) Regulatory Filings for Product that such Party has a license or right to develop hereunder in a given country or jurisdiction; (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations, including mutually recognized securities laws; (e) in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose, a copy of this Agreement (including any Exhibits, schedules, ancillary agreements, and amendments hereto); (f) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the case of Lilly), in each case on a need-to-know basis in connection with the research, development, making, having made, use, keeping, import, export, offering for sale, selling, or otherwise exploiting Products in the Field in the Territory, and commercialization of the Product in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (g) disclosure to potential and actual investors, acquirers, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors, such disclosure is under a written obligation of confidentiality that is consistent with market terms, including a shorter period of time during which such information must be held confidential. Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information: Proprietary Information pursuant to Section 11.1.4(c) or (i) d), it shall, except where impracticable, give reasonable advance notice to the extent reasonably necessary for a other Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and use efforts to secure confidential treatment of such Confidential Proprietary Information at least as diligent as such Party would use to protect its effect on confidentiality; own Confidential Proprietary Information, but in no event less than reasonable efforts. Any information disclosed pursuant to Section 11.1.4(c) or (ivd) remains Confidential Proprietary Information and subject to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those restrictions set forth in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soforegoing provisions of this Article 11.

Permitted Disclosures. Each Subject to the Privacy Obligations, a Receiving Party may disclose Confidential Information of the Disclosing Party: (a) if and to the extent required by a Governmental Authority or otherwise as required by Applicable Law (including FOIPPA); provided, however, that the Receiving Party must first give the Disclosing Party notice of the compelled disclosure (except where prohibited by Applicable Law from doing so) and must use commercially reasonable efforts to provide the Disclosing Party with an opportunity to take the steps as it desires to challenge or contest the disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the other Confidential Information of the Disclosing Party’s Confidential Information, but only to the extent required by Applicable Law and subject to any applicable protective order; and (b) to: (i) its regulators, accountants, internal and external auditors and other professional advisors if and to the extent reasonably necessary for that those persons need to know the Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business; (ii) potential permitted assignees or successors, investors or lenders if and to the extent that those persons need to know the Confidential Information in connection with a Party potential sale, merger, amalgamation, financing or other corporate transaction involving the business or assets of the Receiving Party; and (iii) employees of the Receiving Party, its Affiliates and third party service providers and suppliers if and to prepare, file and Prosecute a Patent application the extent that those persons need to know the Confidential Information to perform their respective obligations under this Agreement or other agreements between or, in the Parties or their Affiliates; (ii) case where the Receiving Party is the Province, to provide services to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar Province in scope to those in connection with this Agreement; provided, such Party shall be responsible for any breaches of confidentialityhowever, non-disclosure and non-use by that any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) Person has entered into an agreement with the Receiving Party that includes confidentiality obligations in connection with communications to such Party’s stockholders and prospective investors; provided respect of the Confidential Information of the Disclosing Party that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) in this Section 10. Notwithstanding anything else in this Agreement, unless the Supplier has expressly approved such disclosure be expressly limited in advance (which approval it may decline to the existence of this Agreement and the License Agreement and the scope of provide for any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriatereason), and reasonably cooperate except as may be required by Applicable Law or the Privacy Obligations, the Province may not disclose any Supplier Confidential Information to any Supplier Competitor other than the Personalization Service Provider, the Services Card Engraver and the Insurance Corporation of British Columbia as required in connection with receipt of the other Party’s efforts to do soServices under this Agreement.

Permitted Disclosures. Each The Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this AgreementReceiving Party’s and the License Agreement’s existence its Affiliates’ employees, consultants and the scope of any license granted hereunder or thereunder; advisors Who have a need to know such Confidential Information and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope with respect to those in the Disclosing Party’s Confidential Information at least as stringent as the terms of this Agreement; Article 7; (b) to actual or potential Sublicensees, provided, in each case, that any such Party shall Sublicensee has agreed in writing to be responsible for any breaches bound by obligations of confidentiality, non-disclosure confidentiality and non-use by any such Affiliateat least as stringent as those set forth in this Article 7, consultant, agent, advisor, attorney, outside contractor or clinical investigator and that the Confidential Information so disclosed shall remain subject to whom disclosure is madethis Article 7; (vc) to actual or potential Third Party investors, funding sources or acquirers in connection with communications due diligence or similar investigations by such Third Parties, and in confidential financing documents, provided, in each case, that any such Third Party agrees in writing to such be bound by reasonable obligations of confidentiality and non-use; (d) to patent offices in order to file, prosecute and maintain Xxxxxx Patent Rights as permitted by this Agreement; (e) to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials of Licensed Products, or to gain Regulatory Approval of Licensed Products as provided herein; (f) in establishing or enforcing the Receiving Party’s stockholders rights under this Agreement; (g) in prosecuting or defending litigation as permitted by this Agreement; and prospective investorsCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (h) in complying with a valid order of a court or other governmental body having jurisdiction or with applicable laws, rules and regulations (including by rules or regulations of any securities exchange or NASDAQ); provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited Receiving Party shall, except where impracticable, give reasonable advance notice to the existence Disclosing Party of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the required disclosure, and, at the Disclosing Parry’s request and reasonably expense, cooperate with the other Disclosing Party’s efforts to do so; or (viii) contest such required disclosure, to obtain a protective order preventing or limiting the extent reasonably necessary disclosure or requiring that the Confidential Information so disclosed be used only for the purposes far which such disclosure is required, or to comply with an applicable law, rule, regulation obtain other confidential treatment of the Confidential Information required to be disclosed. In any governmental authority or securities exchange, including the FDAevent, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Receiving Party subject to shall disclose only such Confidential Information as it is required by such order or applicable law, rule or regulation will notify to disclose and shall only disclose such Confidential Information for the other Partypurpose and to the entity(ies) required by such order or applicable law, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sorule or regulation.

Permitted Disclosures. Each Except as otherwise provided herein, a Party may disclose Confidential Information received from the other Party’s Confidential Information: (iA) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement governmental or other agreements between the Parties regulatory agencies in order to obtain Patents or their Affiliates; (ii) approval to the extent permissible under any other agreements between the Parties conduct clinical trials, or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreementgain Marketing Approval; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be made only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain such Patents or other agreements between the Parties or their Affiliatesapprovals; (viiB) to the extent reasonably necessary any adjudicative body as required by law, provided that prior to comply with a subpoena, court order, or administrative order. Before complyingsuch disclosure, the Party subject to such subpoenadisclosure obligation (the "Notifying Party") promptly notifies the other Party of such requirement so that such other Party can seek a protective order, court order confidential treatment or administrative order other appropriate remedy; and provided, further, that in the event that no such protective order, confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will notify furnish only that portion of the other Party's Confidential Information that it is advised by counsel it is legally required to furnish; (C) to Affiliates, allow sublicensees, agents, consultants, and/or other Third Parties for the development, manufacturing and/or marketing of Isis Products or Alnylam Products (or for such parties to determine their interest in performing such activities) in accordance with this Agreement on the condition that such Affiliates, sublicensees and Third Parties agree to be bound by the confidentiality obligations contained in this Agreement; (D) if such disclosure is required by law or regulation (including without limitation by rules or regulations of any securities exchange or NASDAQ), provided that prior to such disclosure, the Notifying Party promptly notifies the other Party of such requirement so that such other Party can seek a reasonable time to oppose protective order, confidential treatment or other appropriate remedy; and provided, further, that in the disclosureevent that no such protective order, and reasonably cooperate confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will furnish only that portion of the other Party’s efforts 's Confidential Information that it is advised by counsel it is legally required to do sofurnish; or (viiiE) as necessary if embodied in products to develop and commercialize such products. Either Party may disclose (i) a copy of this Agreement on a confidential basis to prospective lenders and investors, (ii) a mutually agreed upon redacted copy of this Agreement on a confidential basis to prospective collaborators and (iii) the extent reasonably necessary to comply with an terms of this Agreement as required under applicable law, rule, regulation securities laws or regulations (including without limitation under rules or regulations of any governmental authority securities exchange or securities exchangeNASDAQ); provided, including the FDAhowever, the Securities and Exchange Commission and the New York Stock Exchange. Before complyingthat, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateSection 6.4(i), and reasonably cooperate with Alnylam shall not disclose Isis' past or current Reserved Targets without the other Party’s efforts to do soexpress prior written consent of Isis.

Permitted Disclosures. Each (a) The Receiving Party may disclose provide the other Disclosing Party’s Confidential Information (i) to the employees, consultants and advisors of the Receiving Party’s Affiliates, Sublicensees and potential Sublicensees who have a need to know such Confidential Information for purposes of the Receiving Party exercising or granting licenses or sublicenses under Intellectual Property Rights as permitted herein, (ii) in communications with existing or bona fide prospective acquirers, merger partners, lenders or investors, and (iii) to Astellas and/or the Other Vaccine Company, in each case of (i), (ii) and (iii), on a need to know basis and under appropriate confidentiality provisions substantially equivalent to those of this Agreement. (b) The Receiving Party may provide the Disclosing Party’s Confidential Information: (i) to the Receiving Party’s employees, consultants and advisors who have a need to know such Confidential Information and are bound by an obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information to the same extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatesas if they were parties hereto; (ii) to the extent permissible under any other agreements between the Parties patent offices or their Affiliates; (iii) Regulatory Authorities in order to the extent reasonably necessary for a Party seek or obtain Patent Rights or approval to develop conduct Clinical Trials, or commercializeto gain Regulatory Approval; provided, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be made only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement seek or other agreements between the Parties obtain such Patent Rights or their Affiliatesapprovals; (viiiii) if such disclosure is required by Law (including without limitation by rules or regulations of any securities exchange or NASDAQ, including the publicity rules of the SWX Swiss Exchange) or to defend or prosecute litigation or arbitration; provided, that prior to such disclosure, to the extent reasonably necessary to comply with a subpoena, court order, permitted by Law or administrative order. Before complyingsuch rules or regulations, the Receiving Party subject to promptly notifies the Disclosing Party of such subpoena, court order or administrative order will notify requirement and furnishes only that portion of the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Disclosing Party’s efforts Confidential Information that the Receiving Party is legally required to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sofurnish.

Permitted Disclosures. Each Except as otherwise provided herein, a Party may disclose Confidential Information received from the other Party’s Confidential Information: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement governmental or other agreements between the Parties regulatory agencies in order to obtain Patents or their Affiliates; (ii) approval to the extent permissible under any other agreements between the Parties conduct clinical trials, or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreementgain Marketing Approval; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be made only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain such Patents or other agreements between the Parties or their Affiliatesapprovals; (viib) to the extent reasonably necessary any adjudicative body as required by law, provided that prior to comply with a subpoena, court order, or administrative order. Before complyingsuch disclosure, the Party subject to such subpoena, court order or administrative order will notify disclosure obligation (the other “Notifying Party, allow ”) promptly notifies the other Party of such requirement so that such other Party can seek a reasonable time to oppose protective order, confidential treatment or other appropriate remedy; and provided, further, that in the disclosureevent that no such protective order, and reasonably cooperate confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will furnish only that portion of the other Party’s efforts Confidential Information that it is advised by counsel it is legally required to do sofurnish; (c) to Affiliates, sublicensees, agents, consultants, and/or other Third Parties for the development, manufacturing and/or marketing of Isis Products or Alnylam Products (or for such parties to determine their interest in performing such activities) in accordance with this Agreement on the condition that such Affiliates, sublicensees and Third Parties agree to be bound by the confidentiality obligations contained in this Agreement; (d) if such disclosure is required by law or regulation (including without limitation by rules or regulations of any securities exchange or NASDAQ), provided that prior to such disclosure, the Notifying Party promptly notifies the other Party of such requirement so that such other Party can seek a protective order, confidential treatment or other appropriate remedy; and provided, further, that in the event that no such protective order, confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will furnish only that portion of the other Party’s Confidential Information that it is advised by counsel it is legally required to furnish; or (viiie) as necessary if embodied in products to develop and commercialize such products. Either Party may disclose (i) a copy of this Agreement on a confidential basis to prospective lenders and investors, (ii) a mutually agreed upon redacted copy of this Agreement on a confidential basis to prospective collaborators and (iii) the extent reasonably necessary to comply with an terms of this Agreement as required under applicable law, rule, regulation securities laws or regulations (including without limitation under rules or regulations of any governmental authority securities exchange or securities exchangeNASDAQ); provided, including the FDAhowever, the Securities and Exchange Commission and the New York Stock Exchange. Before complyingthat, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateSection 6.4(i), and reasonably cooperate with Alnylam shall not disclose Isis’ past or current Reserved DS-Targets or past or current Isis Protected Targets without the express prior written consent of Isis, and, subject to Section 4.3(f), neither Party shall disclose the other Party’s efforts to do sopast or current Enabled Targets without the express prior written consent of the other Party.

Permitted Disclosures. Each (a) A Party may disclose Transaction Information or Evaluation Material to its Affiliates or its or its Affiliates’ Representatives for the purpose of assisting the Party in its evaluation, pursuit and implementation of a Transaction so long as the Party causes its Affiliates or its or its Affiliates’ Representatives to treat the Transaction Information or Evaluation Material in a confidential manner and as provided in this Section 6.3. (b) In the event that a Party or any of its Representatives or Affiliates are required to disclose any Transaction Information or Evaluation Material by law or in connection with a judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or pursuant to a formal request from a regulatory examiner, to such regulatory examiner, it will provide the other Party’s Confidential Information: (i) Parties with prompt and, to the extent legally permissible and reasonably necessary for a practicable, prior notice of such requirement(s). Each Party to preparealso agrees, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent legally permissible under and reasonably practicable, to provide the other Parties, in advance of any other agreements between such disclosure, with a list of any Transaction Information or Evaluation Material it intends to disclose (and, if applicable, the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field text of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s language itself) and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) Parties to the extent reasonably necessary the other Parties may seek to comply with an applicable lawlimit such disclosure, ruleincluding, regulation if requested, taking all reasonable steps, at the sole expense of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject seeking to limit such lawdisclosure, rule to resist or regulation will notify avoid any such judicial or administrative proceedings referred to above. If and to the extent, in the absence of a protective order or the receipt of a waiver from the other Party, Parties after a request in writing therefor is made by the Party (such request to be made as soon as practicable to allow the other Party Parties a reasonable amount of time to seek a protective order (if appropriaterespond thereto), the disclosing Party or its Representatives or its respective Affiliates are legally required to disclose Transaction Information or Evaluation Material to any tribunal or regulatory examiner to avoid censure or penalty, the disclosing Party will limit such disclosure to that which is legally required and reasonably cooperate with the other Party’s will use reasonable efforts to do soobtain assurances that confidential treatment will be accorded to any Transaction Information or Evaluation Material that the disclosing Party is so required to disclose, and thereafter it may disclose such information without liability hereunder.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is permitted under Section 8.2 or is reasonably necessary in the following instances: (ia) in order and to the extent reasonably necessary for required to comply with applicable Laws (including any securities Laws or regulations or the rules of a Party securities exchange applicable to prepare, file and Prosecute Receiving Party) or with a Patent application under this Agreement legal or other agreements between the Parties or their Affiliatesadministrative proceeding; (iib) to the extent permissible under any other agreements between the Parties in connection with prosecuting or their Affiliatesdefending litigation; (iiic) to the extent reasonably necessary for a Party to develop or commercializein connection with filing, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of prosecuting and enforcing LNP Technology Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement or the License Agreement; (d) to acquirers or permitted assignees, investment bankers, investors and lenders, including potential acquirers, assignees, investment bankers, investors and lenders; provided that: and (e) in the case of Verve, to (i) subcontractors, (ii) licensees, Sublicensees, assignees and collaboration partners, or (iii) potential licensees, Sublicensees, assignees or collaboration partners, but in case (iii) only such information that is reasonably necessary or useful for the potential licensee, Sublicensee, assignee or collaboration partner to evaluate the Licensed Product and LNP/Licensed Product manufacturing processes; provided, that (1) where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant to subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, such Party willand (2) with respect to subsections (d) and (e), if reasonably practicaleach of those entities are required to comply with the restrictions on use and disclosure in Section 8.2 (other than investment bankers, take investors and lenders, which must be bound prior to disclosure by commercially reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Notwithstanding the foregoing, but subject to the last sentence of this Section 8.2, the provisions of Section 8.1 shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish: (a) have become published or otherwise entered the public domain other than by breach of this Agreement by the receiving Party or its Affiliates; (b) are permitted to be disclosed by prior consent of the other Party’s Confidential Information:; (ic) have become known to the disclosing Party by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (d) prior to disclosure under the Agreement, was already in the possession of the receiving Party, its Affiliates or Sublicensees, provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; (e) are required to be disclosed by the receiving Party to comply with any applicable law, regulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market, Licensed Product(s), provided that the receiving Party shall provide prior notice of such disclosure to the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; (f) to the extent reasonably necessary for needed in a patent application claiming Program Inventions made hereunder to be filed with the United States Patent and Trademark Office and/or any similar foreign agency, provided that the Party filing the patent shall provide prior notice of such disclosure to prepare, file the other Party and Prosecute a Patent application under this Agreement take reasonable and lawful actions to avoid or other agreements between minimize the Parties or their Affiliatesdegree of disclosure; (iig) to a potential Sublicensee or Sublicensee as permitted hereunder, provided that such potential Sublicensee or Sublicensee is then subject to obligations of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein; and [***] Confidential treatment has been requested with respect to the omitted portions. (h) to a potential or bona fide collaborator or manufacturing, development or sales contractor or partner, but only to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) directly relevant to the extent reasonably necessary for a Party collaboration, partnership or contract and provided that such collaborator, partner or contractor is then subject to develop or commercialize, directly or indirectly through one or more licensees, products related obligations of confidentiality and limitations on use of such Confidential Information substantially similar to or utilizing Intellectual Property within its allocated those contained herein. Notwithstanding the disclosures permitted under subsections (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party wille)-(h), if reasonably practicalthe information, take reasonable steps to limit the scope of documents or materials covered by such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound subsection is otherwise protected by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between then the Parties: (a) such stockholders and prospective investors are subject to confidentiality obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection 8.1 shall still apply.

Permitted Disclosures. Each The Receiving Party may disclose the existence or terms of this Agreement or Confidential Information of the Disclosing Party as expressly permitted by this Agreement or to the extent such disclosure is reasonably necessary in the following instances: (a) obtaining and maintaining CTAs and Regulatory Approvals of CpG Adjuvant (in the case of Dynavax as the Receiving Party) and Products (in the case of Purchaser as the Receiving Party); (b) complying with valid court orders or Applicable Laws, or the rules of any securities exchange on which a Party’s securities are listed or the requirements of any Regulatory Authority or Government Authority; (c) in the case of the Purchaser, in responding to requests for information from the UK Government requiring such disclosure; (d) disclosure to its and its Affiliates’ employees, consultants, contractors, and agents, in each case on a need-to-know basis in connection with development or manufacture of the CpG Material (in the case of Dynavax) or the development, manufacture, or commercialization of any Product (in the case of Purchaser), in each case in accordance with the terms of this Agreement and under written obligations of confidentiality and non-use at least substantially similar to those herein; and (e) disclosure to actual and bona fide potential investors, acquirors, and other financial partners for the purpose of evaluating or carrying out an actual or potential investment or acquisition, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided that the disclosing Party limits such disclosure to the maximum extent possible and redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment or acquisition. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights Information pursuant to this Agreement Section 7.2(b) or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsectionSection 7.2(c), such Party it will, if reasonably practicalexcept where impermissible, take give reasonable steps advance notice to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a of such required disclosure and comply with all reasonable time requests of the Disclosing Party with respect to oppose maintaining confidence of such Confidential Information and in any event shall use at least the disclosure, and reasonably cooperate with the other Party’s same diligent efforts to do so; or (viii) secure confidential treatment of such Confidential Information as such Party would use to the extent reasonably necessary to comply with an applicable lawprotect its own confidential information of a similar nature, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a but in no event less than reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soefforts.

Permitted Disclosures. Each In addition to each Party’s disclosure rights under Section 11.3, Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) in order to comply with applicable Law (including any securities law or regulation or the extent reasonably necessary for like) or with a Party to prepare, file and Prosecute a Patent application under this Agreement legal or other agreements between the Parties or their Affiliatesadministrative proceeding; (iib) to the extent permissible under any disclose such Confidential Information, including Results, in connection with prosecuting and defending litigation, Marketing Approvals and other agreements between the Parties or their AffiliatesRegulatory Filings and communications, and filing, prosecuting and enforcing Patent Rights in connection with Receiving Party’s rights and obligations pursuant to this Agreement; (iiic) to disclose such Confidential Information, including Results, in connection with exercising its rights hereunder, to its Affiliates, and to bona fide existing, potential and/or future collaborators (including Sublicensees), permitted acquirers or assignees; and (d) to disclose the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field existence and terms of rights pursuant to this Agreement or the License Agreementin connection with financing activities to bona fide existing, potential and/or future investors, lenders and investment bankers; provided that: provided, however, that (a1) such with respect to each of Sections 11.1.4(a) and 11.1.4(b), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) pursuant thereto sufficiently prior to making any such disclosure pursuant so as to this subsection, such allow Disclosing Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable adequate time to oppose take whatever action it may deem appropriate to protect the disclosure, confidentiality of the information to be disclosed and reasonably cooperate with the other Party’s efforts Disclosing Party in such action; and (2) with respect to do so; or (viiiSections 11.1.4(c) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate11.1.4(d), each of those named people and reasonably cooperate entities are bound in writing, prior to disclosure, by restrictions on use and disclosure consistent with the Section 11.1.2 (other Party’s efforts than investment bankers, investors and lenders, which must be bound prior to do sodisclosure by commercially reasonable and customary obligations of confidentiality).

Permitted Disclosures. Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, (a) a Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application Proprietary Information which is otherwise obligated under this Agreement or other agreements between the Parties or their Article 7 not to disclose to its Affiliates; (ii) , to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party willKR Licensees, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the PartiesParty is KR, to its respective Affiliatessublicensees, if the Party is MN, and to its consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Proprietary Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinProprietary Information confidential; and (b) a Party (including MN’s sublicensees or KR Licensees) may disclose such disclosure be expressly limited Proprietary Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law (including without limitation all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complyingis reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market Licensed Product, provided that the disclosing Party subject shall provide written notice to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time and sufficient opportunity to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject object to such law, rule disclosure or regulation will notify the other Party, allow to request confidential treatment thereof. The obligation not to disclose or use Proprietary Information received from the other Party shall not apply to any part of such Proprietary Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party obligated not to disclose such Proprietary Information in contravention of this Agreement; (ii) is disclosed to the receiving Party by a reasonable time to seek a protective order (if appropriate)Third Party, and reasonably cooperate with provided such Proprietary Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party’s efforts , provided such Proprietary Information was not obtained directly or indirectly from the other Party under this Agreement; or (iv) is disclosed in a press release agreed to do soby both Parties, which agreement shall not be unreasonably withheld.

Permitted Disclosures. Each Party may disclose Notwithstanding the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope set forth above, a receiving Party may provide Confidential Information disclosed to those in it, and disclose the existence and terms of this Agreement; provided, such Party shall as may be responsible for any breaches of confidentialityreasonably required in order to perform its obligations and to exploit its rights under this Agreement, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator specifically to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) Related Parties, and their employees, directors, agents, consultants, advisors or other Third Parties for the performance of its obligations hereunder (or for such stockholders and prospective investors entities to determine their interest in performing such activities) in accordance with this Agreement in each case, who are subject to obligations under an obligation of confidentiality with respect to such information that is no less stringent than those contained hereinthe terms of this Section 9; and (b) governmental or other Regulatory Authorities in order to obtain patents or perform its obligations or exploit its rights under this Agreement; provided that such disclosure Confidential Information shall be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) disclosed only to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; do so, (viic) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchangerequired by Law, including by the FDA, rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, (d) any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective licensee, sublicensees, collaborators or strategic partners and to consultants and advisors of such Party, in each case, who are under an obligation or confidentiality with respect to such information that is no less stringent than the New York Stock Exchangeterms of this Section 9 and (e) to Third Parties to the extent a Party is required to do so pursuant to the terms of an Existing Summit In-License. Before complying, the If a Party is required by Law to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 9, then such law, rule or regulation will notify the other Party, allow Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is required to be disclosed by Law shall remain otherwise subject to the confidentiality and non-use provisions of this Section 9. If either Party concludes that a reasonable time to seek a protective order (if appropriate), and reasonably cooperate copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, then such Party will provide the other Party with a copy of this Agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions and will take such Party’s efforts to do soreasonable comments into consideration before filing the Agreement.

Permitted Disclosures. Each Notwithstanding the foregoing, Section 10.3(i) shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party; (d) disclosures of Confidential Information by a Party may disclose to its current or bona fide prospective investor, Affiliates and their respective employees, directors, members and observers of investment committees, bankers, lenders, accountants, legal counsels, business partners, investors, representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 10.3; (e) disclosures of Confidential Information to a bona fide purchaser or transferee of the Shares held by an Investor hereunder where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 10.3; (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company and the Investors hereunder; and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any Governmental Authority or stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall, to the extent permitted by such applicable laws and practicable, provide the other PartyParties hereto with prompt written notice of that fact, shall consult with the other Parties hereto regarding such disclosure, and shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed. 10.4. Investor’s Confidential Information:Name and Trade Name (i) to Use of Tencent’s Name and Trade Name Without the extent reasonably necessary for a Party to prepareprior written consent of Tencent and regardless of whether Tencent then holds, file directly or indirectly, any Equity Securities of the Company, the Parties other than Tencent shall not, and Prosecute a Patent application under this Agreement the Warrantors shall procure any Group Company not to: (a) For any marketing, advertising, promotion or other agreements between purposes, use, publish, reproduce, distribute, or display (publicly or non-publicly) the Parties name of Tencent or their any of its Affiliates (including but not limited to, in combination or individually, Tencent (腾讯), QQ, WeChat (微信), 应用宝, 财付通, WeBank (微众), 广点通, QQ 手机管家, 安全管家, QQ 浏览器, QQmusic (QQ 音乐), Qzone (QQ 空间), 微云, 腾讯微云, 同步助手, Tencent Literature (腾讯文学)) or any similar company name, trade name, trademark, product or service name, domain name, image logo, symbol, mark, or any certain descriptions that enable a third party to identify Tencent or any of its Affiliates; (iib) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly Directly or indirectly through one declare that any product or more licensees, products related to service provided by the Company or utilizing Intellectual Property within any of its allocated (Controlled Affiliates has been recognized or retained) field supported by Tencent or any of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viiic) Issue any press release, public announcement or other public disclosure in connection with the transactions contemplated under this Agreement. If the proposed press release, announcement or other information involves the names, logos or information of any Investor, the consent of such Investor shall be obtained, in addition to Tencent’s consent. (ii) Use of YF Capital’s Name and Trade Name Without the prior written consent of YF Capital or its Affiliate, regardless of whether YF Capital then holds any Equity Securities of the Company, the Parties hereto (other than YF Capital) shall not (and shall cause its respective Affiliates not to), in each instance, (a) use in marketing, advertising, publicity, promotion or otherwise the name of “云锋” (Chinese equivalent for “Yunfeng”), “云锋基金” (Chinese equivalent for “Yunfeng Capital”)” or any Affiliate of YF Capital, or any partner or employee of any Affiliate of YF Capital, nor any trade name, trademark, trade device, service or product mark, symbol, logo, brand, domain name, icon or any abbreviation, contraction or simulation thereof owned by YF Capital or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by YF Capital or an Affiliate of YF Capital. (iii) Use of CSRF Fund’s Name and Trade Name Without the prior written consent of CSRF or its Affiliates, regardless of whether CSRF holds, directly or indirectly, any Equity Securities of the Company at the time, the Parties hereto (other than CSRF) shall not (and shall cause their respective Affiliates not to) use, disclose or reproduce the names of CSRF or any of its Affiliates for any marketing, advertising, promotion or other purposes, including but not limited to, individually or in combination, “中国国有企业结构调整基金,” “国调基金,” “国调,” “诚通基金,” “诚通,” “CCT” “China Structural Reform Fund,” “CCT Fund” or any marks or logos relating to the extent reasonably necessary aforementioned trade names, or any similar company name, tradename, trademark, product or service name, domain, image logo, symbol, mark, or other certain descriptions that enable a third party to comply with an applicable law, rule, regulation identify CSRF or any of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soits Affiliates.

Permitted Disclosures. Each Notwithstanding Section 5.1 above, Confidential Information shall not include any of the following information which the receiving Party can demonstrate by competent evidence: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure, as evidenced by the receiving Party’s written records; (ii) was generally available to the public or otherwise part of the public domain at the time of disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was independently developed by the receiving Party without reference to any information or materials disclosed by the disclosing Party, as evidenced by the receiving Party’s written records; or (v) was subsequently disclosed to the receiving Party by a person without breach of any legal obligation to the disclosing Party. 5.2.1 In addition, either Party may disclose Confidential Information of the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to preparetheir legal representatives, file employees and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) , and legal representatives and employees of Affiliates, consultants and Sublicensees, to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent such disclosure is reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for achieve the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosureAgreement, and non-use substantially similar provided such representatives, employees, consultants and Sublicensees have agreed in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject writing to obligations of confidentiality with respect to such information no less stringent than those contained set forth herein; (ii) in connection with the filing and prosecution of the Licensed Patents; (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (viiii) to a potential Sublicensee or as reasonably required in the extent reasonably necessary course of a contemplated public offering or private financing provided that the receiving person shall have agreed in writing to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply obligations of confidentiality with a subpoena, court order, or administrative order. Before complying, the Party subject respect to such subpoena, information no less stringent than those set forth herein; or (iv) if disclosure is compelled to be disclosed by a court order or administrative order will notify applicable law or regulation, provided that the other PartyParty compelled to make such disclosure requests confidential treatment of such information, allow provides the other Party a reasonable time with sufficient advance notice of the compelled disclosure to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable provide adequate time to seek a protective order (if appropriate), and reasonably cooperate discloses only the minimum necessary to comply with the other Party’s efforts requirement to do sodisclose.

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Seller, to Seller’s Affiliates[and the Project Company but solely to the extent reasonably necessary for a Party Seller to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement Agreement] and Seller’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of Buyer to Buyer’s Affiliates and Buyer’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by Buyer from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with Buyer’s performance of its duties as Central Procurement Entity, shall be limited to Buyer’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting Buyer’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeBuyer’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant 00-00-000 and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decision; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) [Reserved]; (vi) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or Transmission Provider rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vii); provided that unless otherwise agreed between (vii) in order to comply with any applicable regulation, rule, or order of the Parties: CPUC, CEC, or FERC; (aviii) such stockholders and prospective investors are subject as Buyer deems necessary in order to obligations demonstrate the reasonableness of confidentiality no less stringent than those contained hereinits actions to a duly authorized Governmental Authority including the CPUC or any division thereof; and (bix) such disclosure be expressly limited to the existence of this Agreement Independent Evaluator, as defined and specified in the License Agreement and the scope of any license granted hereunder Protocol; or thereunder; (vix) to the extent reasonably necessary for Buyer to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) exercise its exclusive rights to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, Product during the Party subject to such subpoena, court order or administrative order will notify Delivery Term other than the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soContract Price.

Permitted Disclosures. Each 7.2.1 Notwithstanding Section 7.1, each Party may shall be permitted to disclose Confidential Information of the other Party’s , if such Confidential Information: (i) to the extent reasonably necessary for is disclosed by a Party to prepare, file and Prosecute a Patent application under this Agreement (or other agreements between the Parties or their its Affiliates; (ii) to the extent permissible under any other agreements between the Parties a Governmental Authority in order to maintain or their Affiliates; (iii) obtain regulatory approval to the extent reasonably necessary for a Party to develop or commercializemanufacture and/or market Organon Product, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) but such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliatesobtain such approvals; (viiii) is disclosed by the receiving Party (or its Affiliates) to agent(s), consultant(s), and/or other Third Parties who are performing obligations of the extent reasonably receiving Party or exercising rights granted to the receiving Party under this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; (iii) is deemed necessary by counsel to comply with a subpoena, court order, or administrative order. Before complying, the receiving Party subject to be disclosed to such subpoenaParty’s attorneys, court order independent accountants or administrative order will notify financial advisors for the other sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, allow on the other Party a reasonable time condition that such attorneys, independent accountants and financial advisors agree to oppose the disclosure, be bound by confidentiality and reasonably cooperate with the other Party’s efforts to do sonon-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; or (viiiiv) is disclosed in connection with a merger or acquisition of a given Party (or its Affiliate) or a divestiture of a portion of such Party’s business related to this Agreement (or a given Organon Product, as applicable), such Party shall have the further right to disclose the material financial terms of this Agreement (or such Organon Product, as applicable, to Third Parties involved in such merger or acquisition provided that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement. 7.2.2 In addition, if a Party is required by judicial or administrative process or Applicable Law to disclose Confidential Information that is subject to the extent reasonably necessary to comply with an applicable lawnon-disclosure provisions of Section 7.1, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the such Party subject to such law, rule or regulation will notify the other Party, allow shall promptly inform the other Party a reasonable time of the disclosure that is being sought in order to seek a protective order (if appropriate)provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process or as required by Applicable Law shall remain otherwise subject to the confidentiality and non-use provisions of Section 7.1, and the Party disclosing Confidential Information pursuant to law or court order or as required by Applicable Law shall take all steps reasonably cooperate with necessary, including obtaining an order of confidentiality, to ensure the other Party’s efforts to do socontinued confidential treatment of such Confidential Information.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is permitted under Section 7.2 or is reasonably necessary in the following instances: (ia) in order and to the extent reasonably necessary for required to comply with applicable Laws (including any securities Laws or the regulations or rules of a Party securities exchange applicable to prepare, file and Prosecute Receiving Party) or with a Patent application under this Agreement legal or other agreements between the Parties administrative proceeding or their Affiliatesas required by a court or administrative order; (iib) in connection with prosecuting or defending litigation including responding to the extent permissible under any other agreements between the Parties or their Affiliatesa subpoena in a Third Party litigation; (iiic) to the extent reasonably necessary for a Party to develop or commercializein connection with filing, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement Agreement; (d) to actual or potential: acquirers or permitted assignees, investment bankers, investors lenders, and other financing sources, and to consultants and advisors of the Receiving Party; and (e) in the case of Omega, to Collaboration Partners, but in case the Collaboration Partner is only a potential licensee, partner or assignee, only such information that is reasonably necessary or useful for the potential licensee, partner or assignee to evaluate the Technology of interest, including design of experiments conducted under the Workplan, data and results generated under the Workplan and LNP/Licensed Product manufacturing processes, but if a Non-Exclusive License Agreementagreement has not been executed, excluding the particular chemical structure and formulation of any lipid nanoparticles (which excluded information may be disclosed to such potential licensee, partner or assignee upon Acuitas’ prior written consent); provided that: provided, that (1) where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant to subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) above sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, such Party willand (2) with respect to subsections (d) or (e) above, if reasonably practicaleach of those entities are required to comply with the restrictions on use and disclosure in Section 7.2 (other than investment bankers, take investors, lenders, and other financing sources which must be bound prior to disclosure by commercially reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, ). Confidential Information that is required to be disclosed pursuant to subsections (a) or (b) will remain otherwise subject to the confidentiality and non-use substantially similar in scope to those in this Agreement; provided, such provisions of Section 7.1 and Section 7.2. If either Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided concludes that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence a copy of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate must be filed with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the United States Securities and Exchange Commission and or similar regulatory agency in a country other than the New York Stock Exchange. Before complyingUnited States, the at least [***] ([***]) Business Days in advance of any such filing such Party subject to such law, rule or regulation will notify the other Party, allow provide the other Party with a copy of this Agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with a reasonable time opportunity to seek a protective order (if appropriate)comment on any such proposed redactions and to suggest additional redactions, and reasonably cooperate with the other will take such Party’s efforts to do soreasonable and timely comments into consideration before so filing the Agreement.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under Information as expressly permitted by this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent including as reasonably necessary for the purposes Receiving Party’s performance of its obligations under this Agreement Agreement), or other agreements between to the Partiesextent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) complying with applicable court orders, applicable laws, rules or regulations, or the listing rules of any exchange on which the Receiving Party’s or its Affiliate’s securities are traded; (b) prosecuting or defending litigation as permitted by this Agreement; (c) enforcing Receiving Party’s rights under this Agreement; (d) filing or prosecuting Patent Rights as permitted by this Agreement; (e) disclosure in Regulatory Submissions with respect to a Collaboration Compound or Product that Receiving Party has the right to make under this Agreement; (f) disclosure to the Receiving Party’s Affiliates, to actual and potential licensees and sublicensees, and to the Receiving Party’s and its respective Affiliates’ Representatives who have a need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, consultantsprovided, agentsin each case, advisorsthat any such Affiliate, attorneys, outside contractors and clinical investigators, but only if those persons are actual or potential licensee or sublicensee or Representative agrees to be bound by obligations terms of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to at least as stringent as those set forth in this AgreementArticle 13; and (g) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third-Party investors in confidential financing documents, provided, in each case, that any such Third Party shall agrees to be responsible for any breaches bound by reasonable obligations of confidentiality, non-disclosure confidentiality and non-use by any such Affiliateuse. Notwithstanding the foregoing, consultant, agent, advisor, attorney, outside contractor or clinical investigator in the event Receiving Party is required to whom make a disclosure is made; (v) in connection with communications to such of Disclosing Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (aConfidential Information pursuant to Section 13.1.4(a) such stockholders and prospective investors are subject or Section 13.1.4(b), Receiving Party will, where reasonably possible, notify Disclosing Party of Receiving Party’s intent to obligations of confidentiality no less stringent than those contained herein; and (b) make any disclosure pursuant thereto sufficiently prior to making such disclosure be expressly limited so as to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the allow Disclosing Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable adequate time to oppose take whatever action it may deem appropriate to protect the disclosureconfidentiality of the information to be disclosed, and, at Disclosing Party’s request and reasonably expense, Receiving Party will cooperate with the other Disclosing Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation secure confidential treatment of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soConfidential Information.

Permitted Disclosures. Each Party The Recipient may disclose Confidential Information disclosed to it by the other Party’s Confidential InformationDiscloser to a Third Party where: (a) the Recipient has obtained the prior written approval of the Discloser to such disclosure. The Discloser must not unreasonably withhold such approval if the Recipient has procured a confidentiality undertaking in respect of the information from such Third Party in favour of both Parties on terms and conditions satisfactory to both Parties, acting reasonably; or (b) disclosure is: (i) to the extent reasonably necessary for required or compelled by any order of a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatescourt of competent jurisdiction; (ii) to the extent permissible under required or compelled by any other agreements between the Parties or their AffiliatesLaw; (iii) to the extent reasonably necessary for a Party to develop required or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of compelled by notice validly issued by any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialityAuthority; (iv) to the extent reasonably necessary for the purposes conduct of this Agreement or other agreements between the Partiesany legal proceedings, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in including any dispute resolution process under this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between reasonably required for the Parties: (a) such stockholders and prospective investors are subject to obligations performance of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderTrain Control functions; (vi) to the extent reasonably necessary to enforce this Agreement required under any stock exchange listing requirement or other agreements between the Parties or their Affiliatesrule; (vii) to required by the extent reasonably necessary to comply with a subpoena, court order, Rail Safety Regulator or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; oran Environmental Regulator; (viii) to an Operator provided that: (A) the Disclosure is: (1) required by the terms of this Agreement; (2) reasonably necessary for the performance of obligations or the exercise of rights under this Agreement or the Operator’s Train Operations Deed; or (3) reasonably necessary in connection with the safe operation of the Nominated Network; and (B) the Discloser must ensure that the Operator keeps the Confidential Information confidential on terms no less onerous than this clause 34; (ix) to the Recipient’s banker or other financial institution, to the extent reasonably necessary required for the purpose of raising funds or maintaining compliance with credit arrangements, if such banker or financial institution has executed a legally enforceable confidentiality deed in favour of the Discloser; (x) to comply with an applicable lawexpert for the purposes of a dispute resolution process, ruleor an auditor for the purposes of an audit, regulation of any governmental authority or securities exchange, including under a “User Funding Agreement” (as defined in the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateAccess Undertaking), if such expert or auditor has executed a legally enforceable confidentiality deed in favour of the Discloser; (xi) to legal practitioners and reasonably cooperate accountants of the Recipient or a Related Body Corporate of it: (A) whose duties in relation to the Recipient or the Related Body Corporate require the disclosure; (B) who are under a duty of confidentiality to the Recipient; and (C) who have been advised of the confidential nature of the Confidential Information; or (xii) otherwise permitted or required in accordance with this Agreement or the other Party’s efforts to do soAccess Undertaking (as amended by any Change in Access Undertaking).

Permitted Disclosures. Each Party Notwithstanding anything herein to the contrary, Recipient may disclose the other Party’s Confidential Information: (i) Information of Disclosing Party to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatto: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of a governmental agency or order of a court of competent jurisdiction, (b) to disclose information to any governmental authority agency for purposes of obtaining approval to test or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule market a Product or (c) prosecute or defend litigation; provided that if Recipient is required by law or regulation to make any such disclosure of Disclosing Party’s Confidential Information, it will notify the other Party, allow the other give reasonable advance notice to Disclosing Party a of such disclosure requirement and will use commercially reasonable time efforts to seek assist such Disclosing Party to secure a protective order (if appropriate)or confidential treatment of the Confidential Information required to be disclosed. In addition, and reasonably cooperate with notwithstanding anything herein to the other contrary, Recipient may disclose Disclosing Party’s efforts Confidential Information to do so.the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) in order for it to reasonably fulfill its obligations herein and to conduct its ordinary course of business, to its subcontractors, vendors, outside legal counsel, accountants and auditors under obligations of confidentiality substantially similar in scope to the confidentiality obligations herein; (ii) in connection with prosecuting and enforcing intellectual property rights in connection with Recipient’s rights and obligations pursuant to this Agreement; and (iii) in connection with exercising its rights hereunder, to its Affiliates, potential and future bona fide collaborators (including sublicensees, potential and permitted acquirers or assignees and potential investment 4bankers, investors and lenders);

Permitted Disclosures. Each Party may disclose The confidentiality obligations contained in Section 8.1 shall not apply to the other Party’s Confidential Information: extent that (a) the Recipient is required (i) to the extent reasonably necessary for disclose information by law, regulation or order of a Party to preparegovernmental agency or a court of competent jurisdiction, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the extent permissible under Recipient shall provide written notice thereof to the Disclosing Party and sufficient opportunity for the Disclosing Party to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other agreements between than as a result of actions of the Parties or their Affiliates; Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the Disclosing Party hereunder; (iii) the disclosed information was disclosed to the extent reasonably necessary Recipient on an unrestricted basis from a source not under a duty of confidentiality to the Disclosing Party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the Disclosing Party. In addition, Company may disclose Confidential Information regarding the Licensed Know-How for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatfollowing purposes: (a) regulatory filings and other filings with Governmental, including filings with the FDA, as necessary for the development or commercialization of Licensed Products, provided that Company shall reasonably consult with Licensor prior to any such disclosure may include to afford Licensor the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and ability to comply with its obligations under Section 9.2.1, (b) prior prosecuting or defending litigation, (c) complying with Applicable Law, including regulations promulgated by securities exchanges, (d) disclosures to making any such disclosure pursuant to this subsectionits Affiliates, such Party willemployees, if reasonably practicalagents, take reasonable steps to limit independent contractors, and Sublicensees only on a need-to-know basis and solely in connection with the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes performance of this Agreement or other agreements between the Partiesa sublicense or option granted to a Sublicensee as provided herein, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are provided that each disclosee must be bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to consistent with those set forth in this Agreement; providedArticle 8, such Party shall be responsible for any breaches (e) disclosure of confidentiality, non-disclosure the stage of data regarding the development and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations commercialization of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of Licensed Products under this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soby Company.

Permitted Disclosures. Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, (a) a Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application Proprietary Information which is otherwise obligated under this Agreement or other agreements between the Parties or their Article 7 not to disclose to its Affiliates; (ii) , to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party willMPC Licensees, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the PartiesParty is MPC, to its respective Affiliatessublicensees, if the Party is MN, and to its consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Proprietary Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinProprietary Information confidential; and (b) a Party (including MN’s sublicensees or MPC Licensees) may disclose such disclosure be expressly limited Proprietary Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law (including without limitation all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative orderis reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market the Product, provided that the disclosing Party shall provide written notice to the other Party and sufficient opportunity to object to such disclosure or to request confidential treatment thereof. Before complyingThe obligation not to disclose or use Proprietary Information received from the other Party shall not apply to any part of such Proprietary Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party subject obligated not to disclose such subpoenaProprietary Information in contravention of this Agreement; (ii) is disclosed to the receiving Party by a Third Party, court order provided such Proprietary Information was not obtained by such Third Party directly or administrative order will notify indirectly from the other Party on a confidential basis; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party, provided such Proprietary Information was not obtained directly or indirectly from the other Party; (iv) is subsequently and independently developed by the receiving Party without the knowledge of the Proprietary Information or (v) is disclosed in a press release agreed to by both Parties, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sowhich agreement shall not be unreasonably withheld.

Permitted Disclosures. Each Notwithstanding the foregoing, but subject to the last sentence of this Section 8.2, the provisions of Section 8.1 shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish: (a) have become published or otherwise entered the public domain other than by breach of this Agreement by the receiving Party or its Affiliates; (b) are permitted to be disclosed by prior consent of the other Party’s Confidential Information:; (ic) have become known to the disclosing Party by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (d) prior to disclosure under the Agreement, was already in the possession of the receiving Party, its Affiliates or Sublicensees, provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; (e) are required to be disclosed by the receiving Party to comply with any applicable law, regulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market, Licensed Product(s), provided that the receiving Party shall provide prior notice of such disclosure to the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; (f) to the extent reasonably necessary for needed in a patent application claiming Program Inventions made hereunder to be filed with the United States Patent and Trademark Office and/or any similar foreign agency, provided that the Party filing the patent shall provide prior notice of such disclosure to prepare, file the other Party and Prosecute a Patent application under this Agreement take reasonable and lawful actions to avoid or other agreements between minimize the Parties or their Affiliatesdegree of disclosure; (iig) to a potential Sublicensee or Sublicensee as permitted hereunder, provided that such potential Sublicensee or Sublicensee is then subject to obligations of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein; and (h) to a potential or bona fide collaborator or manufacturing, development or sales contractor or partner, but only to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) directly relevant to the extent reasonably necessary for a Party collaboration, partnership or contract and provided that such collaborator, partner or contractor is then subject to develop or commercialize, directly or indirectly through one or more licensees, products related obligations of confidentiality and limitations on use of such Confidential Information substantially similar to or utilizing Intellectual Property within its allocated those contained herein. Notwithstanding the disclosures permitted under subsections (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party wille)-(h), if reasonably practicalthe information, take reasonable steps to limit the scope of documents or materials covered by such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound subsection is otherwise protected by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between then the Parties: (a) such stockholders and prospective investors are subject to confidentiality obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection 8.1 shall still apply.

Permitted Disclosures. (a) Each Party hereto may disclose the other’s Confidential Information to the extent such disclosure is reasonably necessary in connection with the conduct of the development activities to be conducted hereunder, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities or conducting clinical trials, provided that if a Party is required to make any such disclosure of another Party’s Confidential Information:, it will give reasonable advance notice to the latter Party of such disclosure, and will use its commercially reasonable best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). In no event shall Sandoz, its Affiliate or any Third party include Unigene Confidential Information in any patent application without written consent from Unigene, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Clause 18. Similarly, in no event shall Unigene, its Affiliate or any Third Party include Sandoz Confidential Information in any patent application without written consent from Sandoz, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Clause 18. (ib) Notwithstanding anything in this Agreement or in any other agreement to the contrary, each Party to this Agreement (and each employee, representative, or other agent of each Party) may (but is not required to) disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and the other agreements and instruments to be executed in connection herewith, as of the earlier of (a) the date of public announcement of discussions relating to the transactions contemplated by this Agreement, (b) the date of public announcement of such transactions, or (c) the date of the execution of the Agreement to enter into such transactions; provided, however, that such disclosure shall be prohibited to the extent reasonably necessary for a Party required to prepare, file and Prosecute a Patent application under this Agreement comply with any applicable federal or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderstate securities laws; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit provided further that the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence provisions of this Agreement and the License Agreement other agreements and instruments relating to the scope transactions between the Parties shall continue to apply to information that is irrelevant to understanding the tax treatment or tax structure of the transactions contemplated hereby and thereby (including, without limitation, the names and other identifying details of any license granted hereunder Party to this Agreement). The preceding sentences are intended to cause the transaction contemplated herein to be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or thereunder; any successor provision) of the Internal Revenue Code (vithe “Code”) and shall be construed in a manner consistent with such purpose. Each Party recognizes that the privilege each has with respect to the extent reasonably necessary to enforce confidentiality of the transaction contemplated by this Agreement or other agreements between the Parties confidentiality of a communication relating to such transaction, including a confidential communication with its attorney or their Affiliates;with a federally authorized tax practitioner under Section 7252 of the Code, is not intended to be waived by the foregoing. (viic) Sandoz and its Affiliates hereby agree to be parties to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viiiConfidentiality Agreement described in Clause 1(1) to the extent reasonably necessary to comply with an applicable law, rule, regulation as of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soits effective date.

Permitted Disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed under the following circumstances: (a) The parties may disclose Confidential Information of the other party in the course of complying with applicable governmental regulations or submitting information to tax or other governmental authorities, provided that if a party is required to make any such disclosure of the other party’s Confidential Information, to the extent it may legally do so, it will give reasonable advance notice to the other party of such disclosure in order to allow the other party an opportunity to secure confidential treatment of its Confidential Information prior to its disclosure; (b) Each Party party may disclose the other Party’s Confidential Informationexistence of this Agreement, a summary of the rights granted hereunder and certain terms and conditions of the Agreement as follows: (i) any reasonably relevant portions of the Agreement may be disclosed to actual Sublicensees as well as to actual and potential investors attorneys, financial advisors, accountants, employees, and contractors who are bound by written agreements with the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between receiving party containing provisions at least as protective of the Parties or their Affiliatesdisclosing party’s Confidential Information as those set forth herein; (ii) the royalty rates set forth in the Agreement and any reasonably relevant non-economic portions of the Agreement may be disclosed to potential Sublicensees who are bound by written agreements with the extent permissible under any other agreements between receiving party containing provisions at least as protective of the Parties or their Affiliates;disclosing party’s Confidential Information as those set forth herein. (iiic) to Either party may disclose the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s terms and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes conditions of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soUniversities.

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Seller, to Seller’s Affiliates and the Project Company but solely to the extent reasonably necessary for a Party Seller to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement and Seller’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of Buyer to Buyer’s Affiliates and Xxxxx’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by Buyer from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with Buyer’s performance of its duties as Central Procurement Entity, shall be limited to Buyer’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting Buyer’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeBuyer’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant 00-00-000 and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decisions; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) pursuant to Section 19.4; (vi) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or Transmission Provider rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vii); provided that unless otherwise agreed between (vii) in order to comply with any applicable regulation, rule, or order of the Parties: CPUC, CEC, or FERC; (aviii) such stockholders and prospective investors are subject as Buyer deems necessary in order to obligations demonstrate the reasonableness of confidentiality no less stringent than those contained hereinits actions to a duly authorized Governmental Authority including the CPUC or any division thereof; and (bix) such disclosure be expressly limited to the existence of this Agreement Independent Evaluator, as defined and specified in the License Agreement and the scope of any license granted hereunder Protocol; or thereunder; (vix) to the extent reasonably necessary for Buyer to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) exercise its exclusive rights to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, Product during the Party subject to such subpoena, court order or administrative order will notify Delivery Term other than the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soContract Price.

Permitted Disclosures. Each Notwithstanding the foregoing, the Receiving Party may disclose the other Party’s Confidential Information: Information of the Disclosing Party (a) to a third party subcontractor who is involved in providing Services under this Agreement or a third party who is contemplating entering into a transaction with Provider pertaining to a financing event or a sale of all or any portion of its business, provided that: (i) such disclosure is reasonably necessary for the third party to perform its duties or evaluate the potential transaction; (ii) the Receiving Party causes the third party to be bound to the same obligations regarding Confidential Information as the Parties are subjected to in this Section 9 (Confidentiality); and (iii) the Receiving Party assumes full responsibility for the acts or omissions of such third parties, no less than if the acts or omissions were those of the Receiving Party; (b) to the extent reasonably necessary for a required under the terms of any credit agreement, indenture or related agreement entered into by the Receiving Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their one of its Affiliates; ; (iic) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercializean Affiliate, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (ai) such disclosure may include Affiliate is bound to the disclosure of same obligations regarding Confidential Information as the Parties are subjected to in this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderSection 9 (Confidentiality); and (bii) prior Receiving Party shall only disclose such Confidential Information to making any such disclosure pursuant to this subsectionthose directors, such Party willtrustees, if reasonably practicalofficers, take reasonable steps to limit the scope employees and agents of such disclosure and Affiliate who have a need to know it in order to assist the Receiving Party in performing its effect on confidentiality; (iv) obligations hereunder, or to permit the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, Receiving Party to exercise its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in rights under this Agreement; (d) as required pursuant to any Applicable Law; provided, such that the Receiving Party shall be responsible for any breaches advise the Disclosing Party of confidentiality, non-such required disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator promptly upon learning thereof in order to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between afford the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Disclosing Party a reasonable time opportunity to oppose contest, limit and/or assist the Receiving Party in crafting such disclosure, and reasonably cooperate with the other Party’s efforts to do so; or or (viiie) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to Educational Agency when requested by such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soEducational Agency.

Permitted Disclosures. Each Party may disclose To the other Party’s Confidential Informationextent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement: (ia) a Recipient may disclose Proprietary Information which it is otherwise obligated under this Article X not to disclose, to its legal advisers who are subject to a duty of confidentiality to the extent reasonably necessary for Recipient, to its Affiliates, and, in each case whether actual or potential, to: Sublicensees or other collaboration partners, assignees, contractors (including manufacturers and researchers), acquirers, investors, and medical, scientific, business and financial advisors, on a Party to prepare, file and Prosecute a Patent application need-to-know basis in accordance with such Recipient’s exercise of its rights or performance of its obligations under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior persons agree to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are be bound by obligations of confidentiality, non-disclosure, and non-use confidentiality with respect to such Proprietary Information which are substantially similar in scope to and duration as those set forth in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made;Article X. (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited a Recipient may disclose Proprietary Information of the Disclosing Party to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is (i) required by applicable law (including all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying(ii) is reasonably necessary in connection with the prosecution of any Patent, to obtain any authorization to conduct clinical studies, or to obtain any Approval; provided that, in case of any disclosures required as described in clause (i) above, the Recipient shall provide reasonable advance notice to the Disclosing Party subject to allow such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosuresuch disclosure or to request confidential treatment of such Proprietary Information; provided, further, that Biogen Idec shall only be permitted to disclose Proprietary Information of Xxxxxxx under clause (ii) above with respect to Biogen Idec Patents exclusively licensed hereunder and reasonably cooperate with the for no other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopurpose.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is permitted under Section 7.2 or is reasonably necessary in the following instances: (ia) in order and to the extent reasonably necessary for required to comply with applicable Laws (including any securities Laws or the regulations or rules of a Party securities exchange applicable to prepare, file and Prosecute Receiving Party) or with a Patent application under this Agreement legal or other agreements between the Parties or their Affiliatesadministrative proceeding; (iib) to the extent permissible under any other agreements between the Parties in connection with prosecuting or their Affiliatesdefending litigation; (iiic) to the extent reasonably necessary for a Party to develop or commercializein connection with filing, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement; (d) to acquirers or permitted assignees, investment bankers, investors and lenders, including potential acquirers, assignees, investment bankers, investors and lenders; and (e) in the case of Verve, to Collaboration Partners, but in case the Collaboration Partner is only a potential licensee, partner or assignee, only such information that is reasonably necessary or useful for the potential licensee, partner or assignee to evaluate the Technology of interest, including design of experiments conducted under the Workplan, data and results generated under the Workplan and LNP/Licensed Product manufacturing processes, but if a Non-Exclusive License Agreement has not been executed excluding the particular chemical structure and formulation of any lipid nanoparticles (which excluded information may be disclosed to such potential licensee, partner or the License Agreementassignee upon Acuitas’ prior written consent); provided that: provided, that (1) where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant to subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, such Party willand (2) with respect to subsections (d) and (e), if reasonably practicaleach of those entities are required to comply with the restrictions on use and disclosure in Section 7.2 (other than investment bankers, take investors and lenders, which must be bound prior to disclosure by commercially reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Notwithstanding the provisions of Section 8.1, the Receiving Party may disclose Confidential Information of the other Party’s Confidential InformationDisclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement filing or other agreements between the Parties or their Affiliatesprosecuting by IceCure of its Patents; (iib) prosecuting or defending litigation as permitted by this Agreement (solely to the extent permissible under any other agreements between the Parties or their Affiliatesnon sensitive information); (iiic) complying with applicable court orders, governmental regulations or, applicable subpoenas or reasonable requests issued by governmental authorities in relation to compliance with the extent reasonably necessary for a Party to develop or commercializeFCPA, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s Export Control Laws and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialityother Applicable Laws; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (vd) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations case of Terumo, disclosure under terms of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of under this Agreement to Sub-Distributors and the License Agreement and the scope of any license granted hereunder or thereundersubject to Article __ above; (vie) to in the extent reasonably necessary to enforce case of IceCure, disclosure under terms of confidentiality no less stringent than under this Agreement to potential or other agreements between the Parties or their Affiliatesactual IceCure ex-Territory Distributors; (viif) disclosure to its and its Affiliates’ contractors, employees and consultants, in each case who need to know such information for filing for, obtaining and maintaining Regulatory Approvals and commercialization of Product in the Territory in accordance with this Agreement (or, in the case of disclosures by IceCure, who need to know such information for the development, manufacture and commercialization of the Product), on the condition that any such Third Parties agrees in writing to be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; and (g) disclosure of the Agreement (no other information) to the extent reasonably necessary Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to comply with a subpoenacurrent or prospective investors, court orderlenders, sublicensees, collaborative partners, acquirers, merger partners, or administrative orderproviders of financing and their advisors; provided, in each case, that any such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Before complyingNotwithstanding the foregoing, in the event a Party subject is required to such subpoena, court order or administrative order will notify the other Party, allow the other Party make a reasonable time to oppose the disclosure, and reasonably cooperate with disclosure of the other Party’s efforts Confidential Information pursuant to do so; or Section 8.3(b) or (viii) c), it will, except where impracticable, give reasonable advance notice to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), of such disclosure and reasonably cooperate with the other Party’s use efforts to do sosecure confidential treatment of such information at least as diligent as such Party would use to protect its own Confidential Information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Permitted Disclosures. Each Party may disclose Notwithstanding the other Party’s Confidential Information: foregoing, Section 12.9 (i) above shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party, (d) disclosures of Confidential Information by a Party to its current or bona fide prospective investors, Affiliates and their respective employees, directors, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 12.9, (e) disclosures of Confidential Information to a bona fide purchaser or transferee of the Shares held by the Investors where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 12.9, (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company, the Majority Ordinary Holders and the Majority Preferred Holders, and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall provide the other Parties hereto with prompt written notice of that fact, shall consult with the other Parties hereto regarding such disclosure, and shall, to the extent reasonably necessary for a Party to prepare, file possible and Prosecute a Patent application under this Agreement or with the cooperation and reasonable efforts of the other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each The Receiving Party may disclose provide the other Disclosing Party’s Confidential Information: (ia) to the Receiving Party’s and its Affiliates’ employees, consultants and advisors who have a need to know such Confidential Information and are bound by an obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information to the same extent as if they were parties hereto; (b) to the employees, consultants and advisors of Sublicensees and potential Sublicensees who have a need to know such Confidential Information for purposes of the Receiving Party or its Affiliates granting sublicenses under Know-How, Patent Rights or other intellectual property rights as permitted herein and who are bound by an obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information to the same extent as if they were parties hereto; (c) to patent offices or Regulatory Authorities in order to seek or obtain Patent Rights or approval to conduct Clinical Trials or to gain Regulatory Approval, as provided herein; provided, that such disclosure may be made only to the extent reasonably necessary for a Party to prepare, file and Prosecute a seek or obtain such Patent application under this Agreement Rights or other agreements between the Parties or their Affiliatesapprovals; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (ivd) to the extent reasonably necessary for the purposes development and/or commercialization of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar Licensed Products in scope to those in accordance with the licenses granted under this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viiie) if such disclosure is required by Law (including by rules or regulations of any securities exchange or NASDAQ) or to defend or prosecute litigation or arbitration; provided, that prior to such disclosure, to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority permitted by Law or securities exchange, including the FDAsuch rules or regulations, the Securities Receiving Party promptly notifies the Disclosing Party of such requirement and Exchange Commission and furnishes only that portion of the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Disclosing Party’s efforts Confidential Information that the Receiving Party is legally required to do sofurnish.

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party’s Confidential Information: Party as follows: (i) to the extent its Affiliates, subcontractors, Third Party licensors under an upstream license, and their respective officers, directors, members, employees, agents and outside advisors (each, a “Representative”) who reasonably necessary need to know such information for a Party to prepare, file and Prosecute a Patent application exercising such Party’s rights or performing such Party’s obligations under this Agreement or other agreements between and the Parties or their Affiliates; Ancillary Agreements; (ii) to Regulatory Authorities to facilitate obtaining and maintaining the extent permissible under any other agreements between Regulatory Approvals for the Parties or their Affiliates; conduct of clinical trials; (iii) to antitrust and competition law regulatory agencies and authorities in connection with the extent reasonably necessary approval process for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License AgreementContemplated Transactions; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to any Third Party in connection with the extent reasonably necessary for potential sale or license of rights related to a compound (i.e., whether an Array Compound or a Novartis Compound) owned or controlled by such Party and (v) to any Third Parties if required by Applicable Law, subject to Section 7.4(d). Prior to disclosing any Confidential Information of the purposes other Party to any Representative or Third Party, the receiving Party will inform such Person of this Agreement or other agreements between the Parties, proprietary nature of the Confidential Information and will require such Person to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are agree to be bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope no less restrictive than the requirements of this Section 7.4. Each Party agrees to those in this Agreement; provided, such Party shall be responsible for any breaches breach of confidentiality, non-disclosure these confidentiality obligations by its Representatives and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator Third Parties to whom disclosure is made; (v) in connection with communications to such it discloses Confidential Information of the other Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to . Either Party may disclose the existence of this Agreement and the License Agreement terms and conditions hereof, without the scope prior written consent of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or as may be required by Applicable Law (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, disclosure requirements of the United States Securities and Exchange Commission and the New York Stock Exchange. Before complying(“SEC”), NYSE or any other stock exchange or NASDAQ), in which case the Party subject seeking to such law, rule or regulation will notify disclose the other Party, allow information shall give the other Party a reasonable time advance notice and the right to seek a protective order review and comment on any such disclosure (if appropriate), and reasonably cooperate including any proposed filing of this Agreement with the other Party’s efforts SEC or equivalent governing body outside of the United States) and shall seek confidential treatment of such Confidential Information to do sothe extent possible under Applicable Law.

Permitted Disclosures. Each Notwithstanding the foregoing, but subject to the last sentence of this Section 8.2, the provisions of Section 8.1 shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish: (a) have become published or otherwise entered the public domain other than by breach of this Agreement by the receiving Party or its Affiliates; (b) are permitted to be disclosed by prior consent of the other Party’s Confidential Information:; (ic) have become known to the disclosing Party by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (d) prior to disclosure under the Agreement, was already in the possession of the receiving Party, its Affiliates or Sublicensees, provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; (e) are required to be disclosed by the receiving Party to comply with any Applicable Law, regulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market, Licensed Product(s), provided that the receiving Party shall provide prior notice of such disclosure to the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; (f) to the extent reasonably necessary for needed in a patent application claiming Program Inventions made hereunder to be filed with the United States Patent and Trademark Office and/or any similar foreign agency, provided that the Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between filing the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) patent shall provide prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope notice of such disclosure to the other Party and its effect on confidentiality;take reasonable and lawful actions to avoid or minimize the degree of disclosure; and (ivg) to a Sublicensee as permitted hereunder, provided that such Sublicensee is then subject to obligations of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein. Notwithstanding the extent reasonably necessary for foregoing, as to disclosures permitted under subsections (e)-(g), if the purposes of this Agreement information, documents or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound materials covered by such subsection is otherwise protected by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between then the Parties: (a) such stockholders and prospective investors are subject to confidentiality obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection 8.1 shall still apply.

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Provider, to Provider’s Affiliates and the Project Owner and operator but solely to the extent reasonably necessary for a Party Provider to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement and Provider’s and its Affiliates’ employees, counsel, consultants, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of CPE, to CPE’s Affiliates and CPE’s and its Affiliates’ employees and to CPE’s counsel, consultants, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by CPE from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with CPE’s performance of its duties as Central Procurement Entity, shall be limited to CPE’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting CPE’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeCPE’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant 00-00-000 and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decision; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or CAISO rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vi); provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) in order to comply with any applicable regulation, rule, or order of the extent reasonably necessary to enforce this Agreement CPUC, CEC, or other agreements between the Parties or their Affiliates; FERC; (vii) as CPE deems necessary in order to demonstrate the extent reasonably necessary reasonableness of its actions to comply with a subpoena, court order, duly authorized Governmental Authority including the CPUC or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do soany division thereof; or (viii) to the Independent Evaluator, as defined and specified in the Protocol; or (ix) to the extent reasonably necessary for CPE to comply with an applicable law, rule, regulation exercise its exclusive rights to the Local RA Attributes forming part of any governmental authority or securities exchange, including the FDA, Showing Quantity during the Securities and Exchange Commission and Showing Term other than the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopricing information in Section 3.1.

Permitted Disclosures. Each Notwithstanding any provision to the contrary in this Section 12.10, this Section 12.10(i) shall not apply to (a) Confidential Information which a Party may disclose learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted Party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party, (d) disclosures of Confidential Information by a Party to its current or bona fide prospective investor, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 12.10, (e) disclosures of Confidential Information to a bona fide prospective purchaser or transferee of the Shares held by the Investors where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 12.10, (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company, the Majority Ordinary Holders and the Majority Preferred Holders, and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall provide the other Party’s Confidential Information: (i) Parties with prompt written notice of that fact, shall consult with the other Parties regarding such disclosure, and shall, to the extent reasonably necessary for a Party to prepare, file practicable and Prosecute a Patent application under this Agreement or legally permissible and with the cooperation and reasonable efforts of the other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each Notwithstanding the obligations of confidentiality and non- use set forth in Section 9.1.1 above, a Receiving Party may provide Confidential Information disclosed to it and disclose the other Party’s Confidential Information: (i) existence and terms and conditions of this Agreement, in each case, as may be reasonably required to the extent reasonably necessary for a Party such disclosure is: 9.1.2.1. to prepareits Affiliates, file Sublicensees or licensees, and Prosecute a Patent application under this Agreement its and their employees, directors, agents, consultants, or other agreements between the Parties or their Affiliates; (ii) advisors to the extent permissible necessary for the potential or actual performance of its obligations or exercise of its rights under any other agreements between this Agreement, in each case, who are under an obligation of confidentiality with respect to such information that is no less stringent than the Parties or their Affiliatesterms and conditions of this Section 9.1; (iii) 9.1.2.2. to the Regulatory Authorities in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures will be taken to assure confidential treatment of such Confidential Information to the extent reasonably necessary for a Party practicable and consistent with applicable Law; 9.1.2.3. made in connection with the Prosecution and Maintenance of Eureka Licensed Technology, Joint Agreement Technology or Licensee Agreement Technology in an effort to develop secure, maintain, defend or commercializeenforce Patent Rights, directly as contemplated by this Agreement, or, with respect to such activities only, otherwise with the prior written consent of the disclosing Party’s intellectual property counsel; 9.1.2.4. to bring or indirectly through one or more licensees, products related defend litigation and to or utilizing Intellectual Property within its allocated (or retained) field of enforce Patent Rights in connection with the Receiving Party’s rights and obligations pursuant to this Agreement Agreement; 9.1.2.5. subject to Section 9.1.2.8, required to be disclosed by applicable Law, including by the rules or regulations of the License Agreement; provided that: United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; 9.1.2.6. (a) such disclosure may include with respect to the disclosure terms and conditions of this Agreement’s , to any bona fide actual or prospective acquirers, underwriters, investors, lenders, other financing sources, licensors, Sublicensees or licensees and the License Agreement’s existence and the scope to employees, directors, agents, consultants or advisors of any license granted hereunder or thereunder; such Third Party, and (b) prior with respect to making any other Confidential Information of the other Party, to any bona fide actual or prospective acquirers, licensors, Sublicensees or licensees and to employees, directors, agents, consultants or advisors of such Third Party, provided that any entity or individual receiving Confidential Information under clause (a) or (b) has a need to know such information and is under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms and conditions of this Section 9.1 (but of duration customary in confidentiality agreements entered into for a similar purpose); and 9.1.2.7. to any Third Party to the extent a Party is required to do so pursuant to the terms and conditions of an in-license agreement with such Third Party relating to the intellectual property rights sublicensed to such Party hereunder, provided that any such Third Party receiving Confidential Information is under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms and conditions of this Section 9.1. 9.1.2.8. If a Party, after consultation with counsel, determines it is required by Law to disclose Confidential Information of the other Party that is subject to the confidentiality or non- disclosure pursuant provisions of this Section 9.1, then such Party will promptly inform the other Party of the disclosure that is being sought (and to the extent possible upon at least five Business Days’ notice) in order to provide the other Party an opportunity to challenge or limit the disclosure and will reasonably cooperate with the other Party to do so. In the event that no such protective order or other remedy is obtained, or the Disclosing Party waives compliance with certain terms of this subsectionArticle 9, then the Receiving Party will furnish only that portion of Confidential Information that the Receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding Section 9.1.1, Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and non-use provisions of this Section 9.1. If either Party concludes based on the reasonable opinion of counsel that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party will, if reasonably practical, take within a reasonable steps time prior to limit the scope of any such disclosure filing (and its effect on confidentiality; (iv) to the extent reasonably necessary for possible at least five Business Days’ prior to any such filing), provide the purposes other Party with a copy of this Agreement or other agreements between the Parties, showing any provisions hereof as to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, which such Party shall be responsible for any breaches of confidentialityproposes to request confidential treatment, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow provide the other Party a reasonable time with an opportunity to oppose the disclosurecomment on any such proposed redactions and to suggest additional redactions, and reasonably cooperate with will take the other Party’s reasonable comments into consideration before filing such copy of this Agreement and, if any such additional redactions are accepted, use reasonable efforts to do so; or (viii) have such additional redactions afforded confidential treatment by the applicable regulatory agency. Further, in making any disclosures set forth in clauses 9.1.2.1 through 9.1.2.5 above, the Receiving Party will, where reasonably practicable, give such advance notice to the extent reasonably necessary Disclosing Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts Disclosing Party in order to do sosecure confidential treatment of such Confidential Information required to be disclosed.

Permitted Disclosures. Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party (including its Affiliates and sublicensees) may disclose Proprietary Information of the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application which it is otherwise obligated under this Agreement or other agreements between the Parties or their Affiliates; (ii) Article 8 not to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: disclose (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, its sublicensees and potential sublicensees, its consultants, agents, advisors, attorneysinvestors and potential investors, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Proprietary Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinProprietary Information confidential; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law (including without limitation all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative orderis reasonably necessary to obtain patents or authorizations to conduct Clinical Trials with, and to commercially market the Product, provided that, with respect to clause (b) the disclosing Party shall provide written notice to the other Party and sufficient opportunity to object to such disclosure or to request confidential treatment thereof. Before complyingThe obligation not to disclose or use Proprietary Information received from the other Party shall not apply to any part of such Proprietary Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party subject obligated not to disclose such subpoenaProprietary Information in contravention of this Agreement; (ii) is disclosed to the receiving Party by a Third Party, court order provided such Proprietary Information was not obtained by such Third Party directly or administrative order will notify indirectly from the other Party on a confidential basis; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party, provided such Proprietary Information was not obtained directly or indirectly from the other Party; (iv) is subsequently and independently developed by the receiving Party without the knowledge of the Proprietary Information or (v) is disclosed in a press release agreed to by both Parties, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sowhich agreement shall not be unreasonably withheld.

Permitted Disclosures. Each Notwithstanding the provisions of Section 10.1, the Receiving Party may disclose Confidential Information of the other Party’s Confidential InformationDisclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (ia) making any filings or disclosures pursuant to any of the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their AffiliatesSecurities Laws; (iib) to the extent permissible under any other agreements between the Parties filing or their Affiliatesprosecuting Patents as permitted by this Agreement; (iiic) to the extent reasonably necessary for a Party to develop prosecuting or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of defending litigation as permitted by this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (ivd) complying with applicable court orders, governmental regulations or, applicable subpoenas or reasonable requests issued by governmental authorities in relation to compliance with the extent reasonably necessary for the purposes of this Agreement or FCPA, Trade Control Laws and other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madeApplicable Laws; (ve) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations case of Medtronic, disclosure under terms of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of under this Agreement to potential or actual Sub-Distributors, and in the License case of Orchestra, disclosure under terms of confidentiality no less stringent than under this Agreement and the scope of to any license granted hereunder potential or thereunderactual CRO or other Third Party contractor; (vif) disclosure to its and its Affiliates’ contractors, employees and consultants, in each case who need to know such information for purposes of the extent reasonably necessary Disclosing Party’s performance under this Agreement, on the condition that any Third Parties agree to enforce be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement or other agreements between the Parties or their Affiliates;Agreement; and (viig) solely with the prior written approval of Medtronic, disclosure made in good faith to the extent reasonably necessary Third Parties in connection with due diligence or similar investigations by such third parties, and disclosure to comply with a subpoenacurrent or bona fide prospective investors, court orderlenders, sublicensees, collaborative partners, acquirers, merger partners, or administrative orderproviders of financing and their advisors. Before complyingIn addition, any such Third Party shall be required to be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the foregoing, in the event a Party subject is required to such subpoena, court order or administrative order will notify the other Party, allow the other Party make a reasonable time to oppose the disclosure, and reasonably cooperate with disclosure of the other Party’s efforts Confidential Information pursuant to do so; or 10.3(a), (viiic) or (d), it will, except where impracticable, give reasonable advance notice to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), of such disclosure and reasonably cooperate with the other Party’s use efforts to do sosecure confidential treatment of such information at least as diligent as such Party would use to protect its own Confidential Information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. For the avoidance of doubt, Orchestra’s periodic reporting or disclosure as required pursuant to any of the Securities Laws, of Revenue Share amounts or other payments made, or expected to be made, by Medtronic hereunder, shall in no event be deemed a disclosure of Medtronic’s Confidential Information. However, Medtronic’s Quarterly Reports to Orchestra [***] shall be deemed Medtronic Confidential Information.

Permitted Disclosures. Each Party may disclose Notwithstanding anything in the other Party’s Confidential Informationforegoing to the contrary, and subject to applicable Laws: (i) Any Party may disclose the Confidential Information in order to comply with applicable Laws, subject to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between compliance with the Parties or their Affiliates;terms set forth in Section 11.1(d) below. (ii) the Company may disclose (A) the Confidential Information to its Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, or advisors who need to know such information, in each case only where such Persons are informed of the extent permissible confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 11.1, (B) the Confidential Information to any other agreements between Person to which disclosure is approved in writing by the Parties or their Affiliates;Company and the Investor. (iii) each Holder shall have the right to disclose: (A) any Confidential Information to such Holder’s Affiliate, the Investor’s and/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager, auditor, insurer, accountant, consultant, creditor, clients or to an officer, director, general partner, limited partner, fund manager, shareholder, investor, bona fide potential investor, financing party or resources, counsel or advisor, or employee of such Holder and/or any of its Affiliate; provided, however, that any such Person shall be advised of the confidential nature of the Confidential Information except that there shall be no such obligation to so advise if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the extent reasonably necessary Confidential Information; (B) any information for a Party fund and inter-fund reporting purposes; (C) any information as required by or in connection with any Law, Government Authorities, stock exchanges, legal process, litigation, arbitration, administrative or other investigations, proceedings and/or disputes; (D) any information to develop bona fide prospective purchasers/investors of the Exchangeable Notes, any share, security or commercializeother interests in the Company, directly including assignees or indirectly through transferees (or potential assignees or transferees) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more licenseesTransaction Documents and any of such Person’s Affiliates, products related to Representatives and professional advisors, (E) any information contained in press releases or utilizing Intellectual Property within its allocated (or retained) field public announcements of rights the Company pursuant to this Agreement or the License AgreementSection 11.1(b) above; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;and (ivF) any information to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate Person with the other Party’s efforts to do so; or (viii) to prior written consent of the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCompany.

Permitted Disclosures. Each Party may disclose Notwithstanding the other Party’s Confidential Information:foregoing or anything to the contrary, (i) the Company may disclose any of the Financing Terms to the extent reasonably necessary for a Party to prepareits current or bona fide prospective investors, file employees, investment bankers, lenders, accountants and Prosecute a Patent application attorneys, in each case only where such persons or entities are under this Agreement or other agreements between the Parties or their Affiliatesappropriate nondisclosure obligations; (ii) each Investor may, without disclosing the identity(ies) of the other Investor(s) or the Financing Terms of such other Investor’s investment in the Company without its consent, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the extent permissible under public at its sole discretion and, if it does so, the other parties shall have the right to disclose to third parties any such information disclosed in a press release or other agreements between the Parties or their Affiliates;public announcement by such Investor. (iii) each Investor shall have the right to disclose: (1) any information to such Investor’s and/or its Affiliate’s legal counsel, auditor, insurer, accountant, consultant or to an officer, director, general partner, limited partner, shareholder, investment counselor or advisor, or employee of such Investor and/or its Affiliate; provided, however, that any counsel, auditor, insurer, accountant, consultant, officer, director, general partner, limited partner, shareholder, investment counselor or advisor, or employee shall be advised of the extent reasonably necessary confidential nature of the information or are under appropriate non-disclosure obligation imposed by professional ethics, law or otherwise; (2) any information for a Party fund and inter-fund reporting purposes; (3) any information as required by law, government authorities, exchanges and/or regulatory bodies; and/or (4) any information to develop bona fide prospective purchasers/investors of any share, security or commercialize, directly other interests in the Company, (5) any information contained in press releases or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field public announcements of rights the Company pursuant to this Agreement or the License Agreement; provided that: (aSection 10.11(b) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;above. (iv) the confidentiality obligations set out in this Section 10.11 do not apply to: (1) information which was in the public domain or otherwise known to the extent reasonably necessary for relevant party before it was furnished to it by another party hereto or, after it was furnished to that party, entered the purposes public domain otherwise than as a result of (A) a breach by that party of this Agreement Section 10.11 or other agreements between (B) a breach of a confidentiality obligation by the Partiesdiscloser, where the breach was known to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madethat party; (v2) information the disclosure of which is necessary in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary order to comply with a subpoena, court order, or administrative order. Before complyingany applicable law, the Party subject order of any court, the requirements of a stock exchange or to such subpoena, court order obtain tax or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do soclearances or consents from any relevant authority; or (viii3) information disclosed by any director of the Company or Board Observer to the extent reasonably necessary to comply with an applicable law, rule, regulation its appointer or any of any governmental authority its Affiliate or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate otherwise in accordance with the other Party’s efforts to do soforegoing provisions of this Section 10.11(c).

Permitted Disclosures. Each Notwithstanding any other provision of this Agreement, Recipient’s (or its Affiliates’) disclosure of the other Party’s Confidential Information shall not be prohibited if such disclosure: (a) is in response to a valid order of a court or other Governmental Authority; or (b) is otherwise required by applicable Law or rules of a nationally recognized securities exchange or NASDAQ. If a Recipient is required to disclose Confidential Information pursuant to Section 12.03(a) or Section 12.03(b), prior to any disclosure the Recipient shall, to the extent practicable, provide the disclosing Party with prior written notice of such disclosure in order to permit the disclosing Party to seek a protective order or other confidential treatment of such disclosing Party’s Confidential Information. Further, notwithstanding any other provision of this Agreement but subject to (i) Section 12.01 (Generally) with respect to disclosures to Representatives and (ii) if applicable, the first two sentences of this Section 12.03 (Permitted Disclosures), either Party may disclose the other Party’s Confidential Information: (i) Information to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application fulfill the obligations imposed on the Recipient under this Agreement or other agreements between exercise the Parties rights granted to or their Affiliates; retained by the Recipient under this Agreement, including in filing or prosecuting patent applications, prosecuting or defending litigation, responding to an investigation by a Governmental Authority, or otherwise establishing rights or fulfilling or enforcing obligations under this Agreement, making Regulatory Filings with respect to any Licensed Product in the Field in the Territory (iiif the Recipient is Licensee) or any Eravacycline Product outside of the Territory (if the Recipient is Tetraphase), or conducting Development, or Commercialization with respect to any Licensed Product in the Field in the Territory (if the Recipient is Licensee) or conducting Development or Commercialization with respect to the extent permissible under Licensed Compound or any other agreements between Eravacycline Product outside the Parties Territory or their Affiliates; (iii) to Researching or Manufacturing the extent reasonably necessary for a Party to develop Licensed Compound or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order Eravacycline Product (if appropriatethe Recipient is Tetraphase), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Proprietary Information belonging to the Disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) made by or on behalf of the Receiving Party to a Patent authority as may be reasonably necessary or useful for purposes of Prosecution and Maintenance of Patents as permitted by this Agreement; provided, that neither Party shall file a patent application that discloses Program IP that is solely owned by the other Party pursuant to this Agreement without the prior written consent of the owning Party (such consent not to be unreasonably withheld, conditioned or delayed); (b) made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any Regulatory Filings for a product that such Party has a license or right to develop in a given country or jurisdiction; (c) made by or on behalf of the Receiving Party as may be reasonably necessary for prosecuting or defending litigation as permitted by this Agreement; (d) made by or on behalf of the Receiving Party for the purpose of complying with a valid order of a court of competent jurisdiction or other Governmental Authority of competent jurisdiction or, if in the opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law; (e) made by or on behalf of the Receiving Party where such disclosure is required by a Regulatory Authority (including in filings with the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; (f) made by or on behalf of the Receiving Party as of the Effective Date in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose a copy of this Agreement (including any Exhibits, Appendices, ancillary agreements, and amendments hereto); (g) made by the Receiving Party to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the case of Lilly), in each case on a need-to-know basis (as reasonably determined by the Receiving Party) in connection with the Exploitation of Products or Terminated Products (if applicable) in the Field in the Territory, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (h) made by the Receiving Party to potential and actual investors, acquirers, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors, such disclosure is under a written obligation of confidentiality that is consistent with market terms, including a shorter period of time during which such information must be held confidential. Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information: (iProprietary Information pursuant to Section 12.1.4(c) or Section 12.1.4(d), it shall, except where impracticable, give reasonable advance notice to the extent reasonably necessary for a other Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and use efforts to secure confidential treatment of such Confidential Proprietary Information at least as diligent as such Party would use to protect its effect on confidentiality; (iv) own Confidential Proprietary Information, but in no event less than reasonable efforts. Any information disclosed pursuant to this Section 12.1.4 remains Confidential Proprietary Information and subject to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those restrictions set forth in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soforegoing provisions of this Article 12.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to To the extent it is reasonably necessary for a Party or appropriate to preparefulfill its obligations or exercise its rights under the Agreement, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure a party may include the disclosure of disclose Information it is otherwise obligated under this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior Article 9 not to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, disclose to its respective Affiliates, sublicensees, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator party is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinInformation confidential; and (b) a party may disclose such disclosure be expressly limited Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law, regulation or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent is reasonably necessary to comply with an applicable lawobtain patents or authorizations to conduct clinical trials with, ruleand to commercially market the Product, regulation of any governmental authority or securities exchange, including provided that such party shall provide written notice to the FDA, other party and sufficient opportunity to the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject other party to object to such lawdisclosure or to request confidential treatment thereof. The obligation not to disclose or use Information shall not apply to any part of such Information that (i) is or becomes patented, rule published or regulation will notify otherwise part of the public domain other than by acts of the party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of the Agreement; (ii) is disclosed to the receiving party, its Affiliates or sublicensees by a Third Party, provided such Information was not obtained by such Third Party directly or indirectly from the other Partyparty under the Agreement on a confidential basis; (iii) prior to disclosure under the Agreement, allow was already in the possession of the receiving party, its Affiliates or sublicensees, provided such Information was not obtained directly or indirectly from the other Party party under the Agreement; (iv) is disclosed in a reasonable time press release agreed to seek a protective order by both parties hereto, which agreement shall not be unreasonably withheld; or (if appropriate), and reasonably cooperate with v) is independently developed by or for the receiving party or its Affiliates or permitted sublicensees by persons who did not have access to Information disclosed by the other Party’s efforts to do soparty under the Agreement.

Permitted Disclosures. Each Party may disclose the other Party’s B3.1 The terms of this Confidentiality Agreement shall not apply to any Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatInformation which is: (a) such disclosure may include disclosed by a Party or its Representatives pursuant to the disclosure requirements of this Agreement’s and law, regulation, or instruments thereunder or in connection with any legal proceedings, including if required by the License Agreement’s existence and the scope of any license granted hereunder or thereunderAccess to Information Act; and (b) prior to making any such already in the possession of the Recipient at the time of its disclosure pursuant to this subsection, such by the Disclosing Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in Recipient under this Agreement; provided(c) disclosed to the Recipient (or substantially identical to information disclosed to the Recipient) by a source other than the Disclosing Party, such Party shall provided that the source of information is not known to the Recipient to be responsible for any breaches of confidentiality, non-disclosure and non-use bound by any obligations of confidentiality which prohibit disclosure of such Affiliateinformation; (d) used or disclosed by the Recipient with the prior written approval of the Disclosing Party; (e) furnished by EDC to the Auditor General of Canada; or (f) required to be disclosed by EDC pursuant to EDC’s Disclosure Policy or pursuant to Canada's or EDC's international commitments. Nothing in this Confidentiality Agreement shall prohibit EDC’s disclosure, consultantfollowing the signing of the Agreement, agentof the following information: the name of the Supplier, advisorthe amount of the total fees paid and payable by EDC to the Supplier under the Agreement; the total value of the contract, attorneyand a general description of the Services and Deliverables. B3.2 In addition to 3.1, outside contractor or clinical investigator the terms of this Confidentiality Agreement shall not apply to whom disclosure Confidential Information that is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Partiesnot Customer Information which is: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinindependently developed by the Recipient; and (b) such disclosure be expressly limited in the public domain at the time of its disclosure, or subsequently made available to the existence of this Agreement and general public by a person other than the License Agreement and Recipient, or by the scope of any license granted hereunder or thereunder; (vi) Recipient, but only to the extent reasonably necessary to enforce that in making such information public, the Recipient was not in breach of this Agreement Agreement; or (c) requested by any governmental agency or other agreements between the Parties or their Affiliates; regulatory authority (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of including any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateself-regulatory organization having have jurisdiction), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Notwithstanding the provisions of Section 8.1, the Receiving Party may disclose Confidential Information of the other Party’s Confidential InformationDisclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement filing or other agreements between the Parties or their Affiliatesprosecuting by IceCure of its Patents; (iib) prosecuting or defending litigation as permitted by this Agreement (solely to the extent permissible under any other agreements between the Parties or their Affiliatesnon-sensitive information); (iiic) complying with applicable court orders, governmental regulations or, applicable subpoenas or reasonable requests issued by governmental authorities in relation to compliance with the extent reasonably necessary for a Party to develop or commercializeFCPA, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s Export Control Laws and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialityother Applicable Laws; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (vd) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations case of Terumo, disclosure under terms of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of under this Agreement to Sub-Distributors and the License Agreement and the scope of any license granted hereunder or thereundersubject to Section 8.1 above; (vie) to in the extent reasonably necessary to enforce case of IceCure, disclosure under terms of confidentiality no less stringent than under this Agreement or other agreements between the Parties or their Affiliatesto potential; (viif) disclosure to its and its Affiliates’ contractors, employees and consultants, in each case who need to know such information for filing for, obtaining and maintaining Regulatory Approvals and commercialization of Product in the Territory in accordance with this Agreement (or, in the case of disclosures by IceCure, who need to know such information for the development, manufacture and commercialization of the Product), on the condition that any such Third Parties agrees in writing to be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; and (g) disclosure of the Agreement (no other information) to the extent reasonably necessary Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to comply with a subpoenacurrent or prospective investors, court orderlenders, sublicensees, collaborative partners, acquirers, merger partners, or administrative orderproviders of financing and their advisors; provided, in each case, that any such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Before complyingNotwithstanding the foregoing, in the event a Party subject is required to such subpoena, court order or administrative order will notify the other Party, allow the other Party make a reasonable time to oppose the disclosure, and reasonably cooperate with disclosure of the other Party’s efforts Confidential Information pursuant to do so; or Section 8.3(b) or (viii) c), it will, except where impracticable, give reasonable advance notice to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), of such disclosure and reasonably cooperate with the other Party’s use efforts to do sosecure confidential treatment of such information at least as diligent as such Party would use to protect its own Confidential Information, but in no event less than reasonable efforts. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Permitted Disclosures. 8.2.1. Each Party hereto may disclose the other’s Confidential Information to the extent such disclosure is reasonably necessary in connection with the conduct of the development activities to be conducted hereunder, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities or conducting clinical trials, provided that if a Party is required to make any such disclosure of another Party’s Confidential Information:, it will give reasonable advance notice to the latter Party of such disclosure and, will use its commercially reasonable best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). In no event shall Novartis, its Affiliate or any Third party include Unigene Confidential Information in any patent application without written consent from Unigene, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8. Similarly, in no event shall Unigene, its Affiliate or any Third Party include Novartis Confidential Information in any patent application without written consent from Novartis, nor disclose such information to any non-governmental Third Party unless the Third Party has entered into a Confidentiality Agreement at least as protective as this Article 8. 8.2.2. Notwithstanding anything in this Agreement or in any other agreement to the contrary, each Party to this Agreement (iand each employee, representative, or other agent of each Party) may (but is not required to) disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and the other agreements and instruments to be executed in connection herewith, as of the earlier of (a) the date of public announcement of discussions relating to the transactions contemplated by this Agreement, (b) the date of public announcement of such transactions, or (c) the date of the execution of the Agreement to enter into such transactions; provided, however, that such disclosure shall be prohibited to the extent reasonably necessary for a Party required to prepare, file and Prosecute a Patent application under this Agreement comply with any applicable federal or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderstate securities laws; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit provided further that the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence provisions of this Agreement and the License Agreement other agreements and instruments relating to the scope transactions between the Parties shall continue to apply to information that is irrelevant to understanding the tax treatment or tax structure of the transactions contemplated hereby and thereby (including, without limitation, the names and other identifying details of any license granted hereunder Party to this Agreement). The preceding sentences are intended to cause the transaction contemplated herein to be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or thereunder; any successor provision) of the Internal Revenue Code (vithe “Code”) and shall be construed in a manner consistent with such purpose. Each Party recognizes that the privilege each has with respect to the extent reasonably necessary to enforce confidentiality of the transaction contemplated by this Agreement or other agreements between the Parties confidentiality of a communication relating to such transaction, including a confidential communication with its attorney or their Affiliates;with a federally authorized tax practitioner under Section 7252 of the Code, is not intended to be waived by the foregoing. (vii) 8.2.3. Novartis and its Affiliates hereby agree to be parties to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation Confidentiality Agreement described in Section 1.10 as of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soits effective date.

Permitted Disclosures. Each Party may agrees not to disclose any of the terms of this Agreement or any of the information contained in reports pursuant to Article IV of this Agreement to any Person without the prior written consent of each of the other Party’s Confidential Information: Parties; provided, however, that each Party shall be free to disclose, notwithstanding the prior written consent requirement set forth in Section 13.10, any such terms or information (ia) to the extent reasonably necessary for that the Party is required to make such disclosure by order or regulation of a Party to preparegovernment agency, file and Prosecute a Patent application under this Agreement court or other agreements between the Parties or their Affiliates; (ii) tribunal having jurisdiction, except that to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a permitted by law such Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making shall not make any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope (other than a filing of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement information or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate materials with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the U.S. Securities and Exchange Commission and the New York Stock Exchange. Before complyingor an equivalent authority in another jurisdiction or a relevant stock exchange that is made with a request for confidential treatment for any part of such disclosure for which such treatment may reasonably be expected to be granted, provided that the Party subject requesting confidential treatment discloses to such law, rule or regulation will notify the other Party, allow Parties the substance of the request for confidential treatment prior to making the request) without first notifying each other Party and allowing the other Party Parties a reasonable time opportunity to seek a protective order or injunctive relief from the obligation to make such disclosure, or (if appropriateb) to its Affiliates, accountants, attorneys and other professional advisors, provided that such entities and/or individuals are obligated to keep such terms confidential to the same extent as said Party. All written reports provided by Novartis to Juno pursuant to this Agreement shall be Confidential Information of Novartis; provided that Juno may disclose (i) such reports to St. Jude as well as the contents of this Agreement, in each case, to comply with the St. Jude Agreement and (ii) to St. Jude any other information received by it under or in connection with this Agreement; provided that, in each case of (i) and (ii), and reasonably cooperate with St. Jude shall, pursuant to Section 6.4 of the other Party’s efforts Settlement Agreement, agree to do sobe obligated to keep such disclosures confidential to the same extent as Juno under the terms of this Agreement.

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Provider, to Provider’s Affiliates and the Project Owner and operator but solely to the extent reasonably necessary for a Party Provider to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement and Provider’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of CPE, to CPE’s Affiliates and CPE’s and its Affiliates’ employees and to CPE’s counsel, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by CPE from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with CPE’s performance of its duties as Central Procurement Entity, shall be limited to CPE’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting CPE’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeCPE’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant 00-00-000 and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decision; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) pursuant to Section 10.4; (vi) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or CAISO rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vii); provided that unless otherwise agreed between (g) in order to comply with any applicable regulation, rule, or order of the Parties: CPUC, CEC, or FERC; (aviii) such stockholders and prospective investors are subject as CPE deems necessary in order to obligations demonstrate the reasonableness of confidentiality no less stringent than those contained hereinits actions to a duly authorized Governmental Authority including the CPUC or any division thereof; and (bix) such disclosure be expressly limited to the existence of this Agreement Independent Evaluator, as defined and specified in the License Agreement and the scope of any license granted hereunder Protocol; or thereunder; (vix) to the extent reasonably necessary for CPE to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) exercise its exclusive rights to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, Local RA Attributes forming part of the Party subject to such subpoena, court order or administrative order will notify Showing Quantity during the Showing Term other Party, allow than the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopricing information in Section 4.2.

Permitted Disclosures. Each Party may disclose Notwithstanding the other Party’s Confidential Informationterms of this Article XI: (i) Either Party shall be permitted to disclose the existence and terms of this Agreement to the extent reasonably necessary for a Party to preparerequired, file and Prosecute a Patent application under this Agreement or other agreements between in the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field reasonable opinion of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary legal counsel, to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchangeLaws, including the FDA, rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b), the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement with respect to any filings with the Securities and Exchange Commission, London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market or any other stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”), and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that the Parties will use commercially reasonable efforts to file redacted versions with any governing bodies which are consistent with the Redacted Version. (ii) Either Party may disclose the existence and terms of this Agreement in confidence: (A) to (1) its attorneys, professional accountants, and auditors, and (2) bankers or other financial advisors in connection with a public offering, other strategic transaction, or corporate valuation for internal purposes; provided that any such disclosure to such professional accountants, auditors, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the applicable purpose permitted pursuant to this Section 11.3(b)(ii)(A); (B) to the licensors under the Existing Third Party Agreement; provided that such disclosure is under the confidentiality and non-use provisions of such agreement; (C) to potential acquirers (and their respective attorneys and professional advisors), in connection with a potential merger, acquisition or reorganization; provided that (1) the Party making the disclosure has a bona fide offer from such Third Party for such a transaction, and (2) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the purpose permitted pursuant to this Section 11.3(b)(ii)(C); (D) to existing investors, lenders or permitted assignees of such Party (and their respective attorneys and professional advisors); provided that such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E) to potential investors, lenders or permitted assignees of such Party, or to potential licensees or sublicensees of such Party (and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to [**] Business Days prior to the good faith anticipated closing date for the investment, loan, assignment or license, as applicable, and shall be made only if such Party reasonably concludes that such transaction with such disclosee is likely to be consummated; (2) the disclosure shall be limited to the Redacted Version plus such additional terms and conditions reasonably requested by the disclosing Party and consented to by the other Party (for purposes of clarity, the disclosing Party shall not be obligated to disclose the identity of the disclosee in order to request such consent); and (3) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. (iii) The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding the Licensed Products and other activities in connection with this Agreement that may include information that is not otherwise permitted to be disclosed under this ARTICLE XI, and that may be beyond what is required by applicable Law, and each Party may make such disclosures from time to time. Such disclosures may include achievement of milestones, significant events in the development and regulatory process, commercialization activities and the New York Stock Exchangelike. Before complyingExcept for the initial press release described in Section 11.3(a), whenever a Party (the Party subject “Requesting Party”) elects to make any such lawpublic disclosure, rule or regulation will it shall first notify the other Party (the “Cooperating Party”) of such planned press release or public announcement and provide a draft for review at least [**] Business Days in advance of issuing such press release or making such public announcement (or, allow with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least [**] Business Days in advance); provided, however, that a Party may issue such press release or public announcement without such prior review by the other Party if (A) the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party and (B) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information. The Cooperating Party may notify the Requesting Party of any reasonable time to seek a protective order (if appropriate)objections or suggestions that the Cooperating Party may have regarding the proposed press release or public announcement, and the Requesting Party shall reasonably cooperate consider any such objections or suggestions that are provided in a timely manner. The principles to be observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the other FDA (and its foreign counterparts) and the need to keep investors informed regarding the Requesting Party’s efforts to do sobusiness.

Permitted Disclosures. Each Party Except as otherwise limited by this Agreement, each party hereto may disclose the other Partyparty’s Confidential InformationInformation only: (i) 10.2.1 to the extent reasonably necessary for a Party its Affiliates or to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties its or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for respective advisors strictly on a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party willneed-to-know basis, if reasonably practical, take reasonable steps such Affiliates and other permitted recipients agree in writing to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are be bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to those in obligations no less restrictive than the terms of this Agreement; providedSection 10 or have a fiduciary duty of confidentiality, such Party shall and provided the receiving party will be responsible for any breaches compliance of confidentiality, non-disclosure each such recipient with the confidentiality and non-use by obligations set forth in this Section 10 and this Agreement, 10.2.2 to the receiving party’s existing or proposed financial investors and, in the event that Evogene is the receiving party, also to potential acquirers who propose to acquire Control, directly or indirectly, of Evogene and that have entered into a letter of intent, and a confidentiality and non-use agreement no less restrictive than the terms hereof, with Evogene in respect of such proposed acquisition, and the agents and advisors of all the foregoing, provided however, in respect of any such Affiliatepotential investor in or acquirer of Evogene that is a Monsanto Competitor, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom the permitted disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly potential investor or acquirer is limited to the existence a copy of this Agreement (with Section 5, Section 6, all Exhibits, and any other provisions reasonably requested by Monsanto redacted, it being understood that Evogene shall not be required to disclose the License Agreement name of such Monsanto Competitor to Monsanto when Evogene asks Monsanto to identify any such other provisions to be redacted), for such potential investor or acquirer to inspect, but not retain, in the course of conducting due diligence (it being understood that such potential investor or acquirer may retain notes and summaries that it prepares in the scope course of any license granted hereunder such due diligence), and/or, at the election of such potential investor or thereunder; (vi) acquirer that *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the extent reasonably necessary confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission Commission. is a Monsanto Competitor, an unredacted copy of this Agreement may be disclosed only to an independent Third Party (e.g. outside consultant or other representative) who is neither an Affiliate of the Monsanto Competitor nor a representative of such potential investor or acquirer in the proposed acquisition of Control, together with any additional Confidential Information that may be reasonably required by such Third Party in order to validate the financial estimates proposed by Xxxxxxx in respect of this Agreement. The Third Party shall be delegated the authority solely to validate the financial estimates proposed by Evogene in respect of this Agreement. The Third Party shall not be permitted to disclose to the Monsanto Competitor sufficient data to enable the Monsanto Competitor to determine the actual Product Royalty rates, Milestone Fees, or other fees and expenses payable under this Agreement; 10.2.3 to the New York Stock Exchange. Before complyingreceiving party’s sublicensees permitted hereunder, the Party subject to confidentiality terms no less restrictive than this Section 10 and will limit any disclosure to the minimum information that the receiving party reasonably determines is required to be disclosed and provided further, if this Agreement is to be disclosed to Sublicensees, then only an agreed-upon redacted version of the Agreement shall be disclosed; 10.2.4 in the case of a disclosure of Section 8 hereof, to other licensees and prospective licensees of Evogene Hits, for purposes of negotiating and administering the regulatory provisions of such licensees’ licenses with Evogene subject to confidentiality terms no less restrictive than this Section 10; and 10.2.5 to the extent such disclosure is reasonably necessary in connection with filing or prosecuting patent applications, filing or publishing a prospectus or any other document or report required in connection with any public offering of such party’s securities on any stock exchange, prosecuting or defending litigation, complying with applicable law, rule governmental regulations or regulation stock exchange rules, or submitting information to tax authorities or otherwise exercising its rights hereunder, provided that if a party is required to make any such disclosure of another party’s Confidential Information, other than pursuant to a confidentiality agreement, it shall give reasonable advance notice (e.g. which will notify be sufficient to enable the other Partyoriginal disclosing party to apply for patent protection for inventions to be disclosed), allow to the other Party a reasonable time extent possible, to seek the latter party of such disclosure and, shall cooperate with the original disclosing party, at the original disclosing party’s cost and expense, in any effort by the original disclosing party to secure a protective order (if appropriate)blocking the disclosure of, or otherwise affording confidential treatment to, such Confidential Information, and will limit any disclosure to the minimum information that the receiving party reasonably cooperate with determines is required to be disclosed. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the other Party’s efforts information subject to do sothe confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Permitted Disclosures. Each Notwithstanding the obligations of confidentiality and non-use set forth in Section 5.1.2 (Nondisclosure and Non-Use), Takeda may disclose Confidential Information of Innate within Takeda or its Affiliates’ solely as necessary or useful for Exploitation of Licensed Products under this Agreement. In addition, a Receiving Party may provide Confidential Information disclosed to it, and disclose the other Party’s Confidential Informationterms of this Agreement: (a) in connection with (i) to the extent reasonably Prosecution and Maintenance of Patent Rights as contemplated by this Agreement; or (ii) Regulatory Submissions and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their AffiliatesLicensed Product; (iib) with respect to disclosure of the extent permissible under any other agreements between applicable terms of this Agreement and the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through status and results of Exploitation of one or more Licensed Products to actual or bona fide potential investors, acquirors, licensees, products related to Sublicensees, lenders, and other financial or utilizing Intellectual Property within its allocated (commercial partners, and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or retained) field of rights pursuant to this Agreement carrying out an actual or the License Agreementpotential investment, acquisition, sublicense, debt transaction, or collaboration; provided that: , in each such case, (ai) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar provisions at least as restrictive or protective of the Disclosing Party as those set forth in this Agreement or otherwise customary for such type and scope of disclosure, (ii) that any such disclosure is limited to those the maximum extent practicable for the particular context in which it is being disclosed, and (iii) that the term of such confidentiality obligation must be consistent with industry standards, but in all cases at least (c) if required by law, rule, or governmental regulation, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange (as set forth in additional detail in Section 5.1.4 (Confidential Treatment)); provided that the Party seeking to disclose the Confidential Information of the other Party: will (i) use all reasonable efforts to inform the other Party prior to making any such disclosures and cooperate with the other Party in seeking a protective order or other appropriate remedy (including redaction); (ii) whenever possible, request confidential treatment of such information; and (iii) comply with the requirements of Section 5.1.4 (Confidential Treatment); (d) to prosecute or defend litigation so long as there is prior written notice given by the Receiving Party before any such disclosure, and to enforce Patent Rights in connection with the Receiving Party’s rights and obligations as described in this Agreement; providedand (e) to allow the Receiving Party to exercise its rights and perform its obligations hereunder, provided that such Party shall be responsible for any breaches disclosure is covered by terms of confidentiality, non-disclosure confidentiality and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than at least as restrictive as those contained set forth herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepareFor purposes of this Article 11, file information and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: data described in Sections 11.1 (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior above shall be referred to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to as "Information." To the extent it is reasonably necessary for the purposes of or appropriate to fulfill its obligations or exercise its rights under this Agreement or other agreements between the PartiesAgreement, (w) a party may disclose Information it is otherwise obligated under this Article 11 not to disclose to its respective Affiliates, sublicensees, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those on a need-to-know basis on condition that such persons are bound or entities agree to abide by confidentiality obligations of confidentiality, non-disclosure, and non-use substantially similar equivalent in scope to those the confidentiality obligations contained in this Agreement and for as long a duration as is reasonably possible, up to the duration of TAP's obligations contained herein but in any case not less than *** years beyond the completion date of the third parties obligations; (x) a party or its Affiliates or sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market the Licensed Product, provided that the disclosing party shall request confidential treatment thereof; (y) a party may disclose Information as required by applicable law, regulation or judicial process, provided that such party shall give the other party prior written notice thereof and reasonable (as dictated by the circumstances) opportunity to object to any such disclosure or to request confidential treatment thereof; and (z) a party may disclose Information as permitted under Section 12. 1. The obligation not to disclose or use Information shall not apply to any part of such Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure (ii) is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited disclosed to the existence of receiving party or its Affiliates or sublicensees by a third party, provided such Information was not obtained by such third party directly or indirectly from the other party under this Agreement and on a confidential basis; or (iii) prior to disclosure under the License Agreement and Agreement, was already in the scope possession of the receiving party or any license granted hereunder of its Affiliates or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement sublicensees, provided such Information was not obtained directly or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify indirectly from the other Party, allow the other Party party under this Agreement; or (iv) is disclosed in a reasonable time press release agreed to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.by both parties under Section 11.3

Permitted Disclosures. Each Party may disclose Proprietary Information or Confidential Information to the other Party’s Confidential Informationextent that such disclosure is: (ia) in the reasonable opinion of the Receiving Party's legal counsel, required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction; provided, however, that the Receiving Party shall first have given prompt written notice to the extent reasonably Disclosing Party and given the Disclosing Party a reasonable opportunity to take whatever action it deems necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement protect its Proprietary Information or other agreements between the Parties or their AffiliatesConfidential Information; (iib) made by or on behalf of the Receiving Party to the extent permissible under regulatory authorities as required in connection with any other agreements between the Parties filing, application or their Affiliatesrequest for regulatory approval for a Product; (iiic) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, made to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors financial and clinical investigators, but only if those persons legal advisors who have a need to know such Disclosing Party's Proprietary Information or Confidential Information and are bound by obligations either under professional codes of confidentiality, non-disclosure, conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; (d) made by the Receiving Party to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Proprietary Information or Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 5; or (e) made by Catheter Robotics or sublicensees to its or their employees, advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other third parties as may be necessary or useful in scope to those connection with the Exploitation of the Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such Party persons shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) non­ use with respect to such disclosure be expressly limited Proprietary Information or Confidential Information substantially similar to the existence obligations of confidentiality and non-use of the Receiving Party pursuant to this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soArticle 5.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Proprietary Information belonging to the Disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) Prosecution and Maintenance of Patents as permitted by this Agreement, provided that [*] (not to be unreasonably withheld, conditioned or delayed); (b) Regulatory Filings for Product that such Party has a license or right to develop hereunder in a given country or jurisdiction, provided that [*]; (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations, including mutually recognized security laws; (e) in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose [*]; (f) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the case of Lilly), in each case on a need-to-know basis in connection with the Exploitation of Products in the Field in the Territory, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (g) disclosure to potential and actual investors, acquirers, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual [*] Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided [*]. Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information: (i) Proprietary Information pursuant to Section 12.1.4(c), or Section 12.1.4(d), or a copy of this Agreement pursuant to Section 12.1.4(a), it shall give reasonable advance notice to the extent reasonably necessary for a other Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and use efforts to secure confidential treatment of such Confidential Proprietary Information at least as diligent as such Party would use to protect its effect on confidentiality; (iv) own Confidential Proprietary Information, but in no event less than reasonable efforts. Subject to the extent reasonably necessary for foregoing, any information disclosed pursuant to this Section 12.1.4 remains Confidential Proprietary Information and subject to the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those restrictions set forth in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soforegoing provisions of this Article 12.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to To the extent it is reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement fulfill their obligations or other agreements between the Parties or exercise their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement Agreement, BAXTXX xxx SANGAMO may disclose Information they are otherwise obligated pursuant to this Clause 8 not to disclose, to its Affiliates, its bona fide proposed sublicensees and its permitted sublicensees, and shall limit disclosure of such Information to its and their respective officers, directors, employees and consultants on a need-to-know basis, in each case provided that such persons and entities agree to keep the Information confidential for the same time periods and to the same extent as the disclosing party is required to keep the Information confidential. BAXTXX xxx SANGAMO may also disclose such information to government or other regulatory authorities to the License Agreement; extent that such disclosure is required to be disclosed to obtain a patent or authorization to conduct a clinical trial or to commercially market any product arising out of the Technology or is otherwise required by applicable law, regulation or court order, in each case provided that the disclosing party shall provide written notice to the other party and sufficient opportunity to object to such disclosure or to request confidential treatment thereof. The obligation not to disclose Information shall not apply to any part of such Information that: : (a) is or becomes patented, published or otherwise part of the public domain other than by acts of the person obligated not to disclose such disclosure may include the disclosure Information in contravention of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and ; (b) is disclosed to the receiving party by a Third Party, provided such Information was not obtained from such Third Party directly or indirectly from SANGAMO or BAXTXX (xx the case may be); (c) prior to making any such disclosure pursuant to this subsectionAgreement, was already in the possession of the receiving party, provided such Party will, if reasonably practical, take reasonable steps to limit Information was not obtained directly or indirectly from SANGAMO or BAXTXX (xx the scope of such disclosure and its effect on confidentialitycase may be); (ivd) is developed independently of the Information obtained from SANGAMO or BAXTXX (xx the case may be), by persons without access to or use of the extent reasonably necessary for the purposes of this Agreement or other agreements between the PartiesInformation, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound as demonstrated by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do sowritten evidence; or (viiie) to is disclosed by either SANGAMO or BAXTXX xxxh the extent reasonably necessary to comply with an applicable law, rule, regulation prior written consent of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soother.

Permitted Disclosures. Each Party 9.2.1 To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this AGREEMENT, (a) a PARTY may disclose CONFIDENTIAL INFORMATION it is otherwise obligated under this Article 9 not to disclose, to its AFFILIATES, SUBLICENSEES, consultants, outside contractors and clinical investigators (hereinafter collectively referred to as PERSONS), on a need-to-know basis, provided that such PERSONS agree to keep the other Party’s Confidential Information: (i) CONFIDENTIAL INFORMATION confidential and not use the CONFIDENTIAL INFORMATION to the same extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights as such PARTY is required pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderAGREEMENT; and (b) prior a PARTY may disclose such CONFIDENTIAL INFORMATION to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) government or other regulatory authorities to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, that such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations required by applicable law, regulation of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complyingis reasonably necessary to obtain patents copyrights or authorizations to conduct clinical trials with, and the Party subject commercially market PRODUCT, provided that the disclosing PARTY shall provide written notice to the other PARTY and sufficient opportunity to object to such subpoenadisclosure or to request confidential treatment thereof. 9.2.2 Following the EFFECTIVE DATE, court order or administrative order will notify each of the PARTIES shall have the right to issue press releases and similar public announcements about the relationship of the PARTIES, with the prior consent of the other Party, allow which shall not be unreasonably withheld. The PARTY making such announcement shall exercise reasonable efforts not to divulge CONFIDENTIAL INFORMATION, and provide the other Party PARTY with a copy of the proposed text prior to such announcement, sufficiently in advance of the scheduled release, to afford such other PARTY a reasonable time opportunity to oppose review and comment upon the disclosureproposed text. 9.2.3 The obligation not to disclose or use CONFIDENTIAL INFORMATION shall not apply to any part of such CONFIDENTIAL INFORMATION that (i) is or becomes published or otherwise part of the public domain or publicly available other than by acts of the PARTY obligated not to disclose such CONFIDENTIAL INFORMATION, and reasonably cooperate with or of its AFFILIATES or SUBLICENSEES in contravention of the AGREEMENT; (ii) is disclosed to the receiving PARTY or its AFFILIATES or SUBLICENSEES by a THIRD PARTY, provided such CONFIDENTIAL INFORMATION was not obtained by such THIRD PARTY directly or indirectly from the other Party’s efforts PARTY under this AGREEMENT on a confidential basis; (iii) prior to do sodisclosure under the AGREEMENT, was already in the possession of the receiving PARTY or its AFFILIATES or SUBLICENSEES, provided such CONFIDENTIAL INFORMATION was not obtained directly or indirectly from the other PARTY under the AGREEMENT; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each The obligations of confidentiality and non-use set forth in ‎Section 9.1 shall not apply to the extent that the receiving Party may disclose the other Party’s Confidential Informationor its Affiliates: (a) is required to disclose Confidential Information pursuant to: (i) an order of a court of competent jurisdiction; (ii) Applicable Laws; (iii) regulations or rules of a securities exchange; (iv) requirement of a Governmental Authority for purposes related to development or commercialization of a Product, or (v) the extent reasonably necessary for a exercise by each Party of its rights granted to prepare, file and Prosecute a Patent application it under this Agreement or other agreements between its retained rights or as required to perfect Investor’s rights under the Parties or their AffiliatesTransaction Documents; (iib) discloses such Confidential Information solely on a “need to the extent permissible under any know basis” to Affiliates, potential or actual: acquirers, merger partners, licensees, permitted assignees, collaborators (including Licensees), subcontractors, investment bankers, limited partners, lenders, or other agreements between the Parties or financial partners, and their Affiliatesrespective directors, employees, contractors and agents; (iiic) to the extent reasonably necessary for provides a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes copy of this Agreement or any of the other agreements between Transaction Documents to the Partiesextent requested by an authorized representative of a U.S. or foreign Tax authority; or (d) discloses Confidential Information in response to a routine audit or examination by, or a blanket document request from, a Governmental Authority; provided that (A) such Third Party or person or entity in clause (b) agrees to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar obligations with respect thereto at least as stringent as those specified for in scope this ‎ARTICLE IX; and (B) in the case of clauses (a)(i) through (iv) and clause (c), to those the extent permitted by Applicable Law, the Recipient shall provide prior written notice thereof to the disclosing Party and provide the opportunity for the disclosing Party to review and comment on such required disclosure and request confidential treatment thereof or a protective order therefor; and provided, further that the Recipient will use reasonable efforts to secure confidential treatment of such information and the Confidential Information disclosed shall be limited to that information which is legally required to be disclosed. -77- Notwithstanding anything set forth in this Agreement; provided, such Party shall be responsible for prior to any breaches of confidentialityforeclosure on the Collateral, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement Investor and the License Agreement and Investor shall not file any patent application based upon or using the scope Confidential Information of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCompany provided hereunder.

Permitted Disclosures. Each For purposes of this Article 8, information and data described in clauses (a) or (b) of Sections 8.1 and 8.2 above shall be referred to as "Confidential Information". To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, (a) a Party may disclose Confidential Information it is otherwise obligated not to disclose under this Article 8 to its Affiliates, Sublicensees, consultants, outside contractors, clinical investigators, agent, suppliers and other Third Parties in *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 37 furtherance of this Agreement on a need-to-know basis on condition that such persons or entities agree to keep the Confidential Information confidential for the same time periods and to the same extent as such Party is required to keep the Confidential Information confidential; (b) a Party or its Affiliates or Sublicensees may disclose such Confidential Information to government or other Party’s Confidential Information: (i) regulatory authorities to the extent that such disclosure is reasonably necessary for to conduct Pre-Clinical Development, Clinical Development or commercialization of Collaboration Lead Compounds or Products or to obtain patents on Collaboration Technology, Collaboration Compounds, or Products; (c) a Party to preparemay disclose Confidential Information as required by applicable law, file and Prosecute a Patent application under this Agreement regulation or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercializejudicial process, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; providedwhere practicable, such Party shall be responsible for any breaches of confidentiality, non-disclosure give the other Party prior written notice thereof and non-use by adequate opportunity to object to any such Affiliatedisclosure or to request confidential treatment thereof; and (d) a Party may disclose Confidential Information as permitted under Article 9. The obligation not to disclose or use the Confidential Information shall not apply to any part of the Confidential Information that (i) is or becomes patented, consultantpublished or otherwise part of the public domain other than by acts of the Party obligated not to disclose such Confidential Information or its Affiliates or Sublicensees in contravention of this Agreement; or (ii) is disclosed to the receiving Party or its Affiliates or Sublicensees by a Third Party without obligation as to confidentiality or restriction as to use, agentprovided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party on a confidential basis; or (iii) prior to disclosure under this Agreement, advisorwas already in the possession of the receiving Party or any of its Affiliates or Sublicensees, attorney, outside contractor provided such Confidential Information was not obtained directly or clinical investigator to whom disclosure indirectly from the other Party on a confidential basis; (iv) is made; independently developed by the employees or contractors of the receiving Party or any of its Affiliates or sublicenses without aid or use of the Confidential Information; or (v) is disclosed in connection with communications a press release agreed to such Party’s stockholders and prospective investorsby both Parties under Section 8.3 below; provided PROVIDED, that unless otherwise agreed between the Parties: foregoing exceptions (ai)-(v) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of shall not create or imply any right or license granted hereunder under any patent rights, copyrights, trademarks owned or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement controlled by a Party or other agreements between the Parties or their its Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose Notwithstanding anything to the other Party’s Confidential Informationcontrary contained herein: (a) Tenant and Landlord, as applicable (the “Disclosing Party”) may disclose (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, information to its respective Affiliates, consultantscounsel, agentsaccountants, lenders, underwriters, tax advisors and consultants as necessary to conduct the business of such Disclosing Party (or any of its Affiliates) in the ordinary course and consistent with past practices or (ii) any information which has otherwise become publicly available through no fault of the recipient party. (b) Each of Tenant and Landlord (or any of their respective Affiliates) shall be able to disclose such Confidential Information as is, in the good faith judgment of such Person’s counsel, accountants or advisors, attorneysrequired or reasonably advisable to be disclosed by operation of law, outside contractors rule, regulation or legal process, a governmental agency such as the Internal Revenue Service or Securities and clinical investigatorsExchange Commission, but only or a stock exchange such as the New York Stock Exchange, court order or requirement of any Governmental Authority (including, without limitation, in connection with the preparation for, or consummation of, a public offering of debt or equity by Landlord or an Affiliate thereof). (c) Each of Tenant (if those persons are bound by obligations Tenant is a Publicly Traded Company (as defined in the Guaranty)) and Landlord (or any of confidentialitytheir respective Affiliates) shall be entitled to disclose such Confidential Information as is, in the good faith judgment of the disclosing party’s counsel, accountants or advisors, required or reasonably advisable to be disclosed in connection with such party’s (or any of its Affiliates’) quarterly earnings results or financing activities, including the name of the non-disclosuredisclosing party and the Facilities, the amount invested by Landlord in the Facilities and nonthe rent payable under this Lease. 1845797.11-use substantially NYCSR07A - MSW (d) Landlord (or any of its Affiliates) shall be entitled to disclose such Confidential Information as is commonly disclosed by other publicly traded landlords under leases of facilities similar to the Facilities, including the name of the Tenants and the Facilities, the amount invested by Landlord in scope to those in the Facilities and the rent payable under this Agreement; provided, such Lease. (e) The Disclosing Party shall be responsible for any breaches breach of confidentialitythis Article 27 by such party’s officers, directors, agents, and employees but shall not be liable to the non-disclosure and nondisclosing party (the “Non-use Disclosing Party”) for any breach by any counsel, accountants, underwriters, advisors or consultants if the Disclosing Party enters into a confidential relationship or confidentiality arrangements with such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator Person and assigns to whom disclosure is made; (v) in connection with communications to such the Non-Disclosing Party the Disclosing Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) rights under such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement agreement, confidentiality relationship, or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soobligations.

Permitted Disclosures. Each 11.3.1 Notwithstanding the obligations of confidentiality and non-use set forth in Section 11.2, a Receiving Party may disclose the other Party’s provide Confidential InformationInformation disclosed to it: (i) to the extent reasonably necessary for its officers, directors and employees, who have a Party need to prepareknow such information and are bound by an obligation of confidentiality (contractual, file legal, fiduciary or otherwise) and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatesnon-use at least as restrictive as set forth herein; (ii) to the extent permissible under any other agreements between the Parties its Affiliates and their officers, directors and employees, who have a need to know such information and are bound by an obligation of confidentiality (contractual, legal, fiduciary or their Affiliatesotherwise) and non-use at least as restrictive as set forth herein; (iii) to the extent reasonably necessary for any Sublicensees, prospective sublicensees, actual or potential distributors, co-promoters or co-marketers who in each case are bound by a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field contractual obligation of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s confidentiality and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialitynon-use at least as restrictive as set forth herein; (iv) to any other Third Party who has a need to know such Confidential Information to the extent reasonably necessary for or appropriate to fulfill the purposes of Receiving Party's obligations or exercise its rights under this Agreement or other agreements between the PartiesAgreement, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are provided such Third Party is bound by obligations a contractual obligation of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madeat least as restrictive as set forth herein; (v) to Regulatory Authorities or other governmental authorities in connection order to obtain, maintain or defend Patent Rights or seek or obtain approval to conduct Clinical Trials, gain Marketing Authorization or Pricing Approval with communications respect to such Party’s stockholders and prospective investorsa Licensed Product or to otherwise Develop, Manufacture or Commercialize a Licensed Product; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder;or (vi) to any actual or prospective insurers who are bound by a contractual obligation of confidentiality and non-use at least as restrictive as set forth herein, to the extent reasonably necessary to enforce enable such actual or prospective insurers to determine their interest in insuring the Receiving Party. 11.3.2 Confidential Information disclosed pursuant to this Agreement or section shall remain Confidential Information for all other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation purposes of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sothis Agreement.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Proprietary Information belonging to the other Party’s Confidential InformationDisclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (ia) made by or on behalf of the Receiving Party to the extent a Patent authority as may be reasonably necessary or useful for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors Prosecution and clinical investigators, but only if those persons are bound Maintenance of Patents as permitted by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such that (i) neither Party shall file a patent application that discloses Background IP or Collaboration IP that is solely owned by the other Party pursuant to this Agreement and (ii) the Disclosing Party provides prior written consent for the disclosure (such consent not to be responsible for any breaches of confidentialityunreasonably withheld, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor conditioned or clinical investigator to whom disclosure is madedelayed); (vb) made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with communications any Regulatory Filings for a product that such Party has a license or right to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder develop in a given country or thereunderjurisdiction; (vic) made by or on behalf of the Receiving Party as may be reasonably necessary for prosecuting or defending litigation as permitted by this Agreement, the Stock Purchase Agreement or the Registration Rights Agreement; (d) made by or on behalf of the Receiving Party for the purpose of complying with a valid order of a court of competent jurisdiction or other Governmental Authority of competent jurisdiction or, if in the opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law; (e) made by or on behalf of the Receiving Party in the event that disclosure of certain material developments or material information generated under this Agreement is required by, or advisable to comply with the requirements of, a Governmental Authority (including in filings with the Securities and Exchange Commission or other agency) or stock exchange; provided that, to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complyingpermitted, the Party subject to seeking such subpoena, court order or administrative order will notify disclosure first provides the other PartyParty a copy of the proposed disclosure; and provided, allow further, that the receiving Party shall afford to the other Party an opportunity to review and comment, which period shall be no less than [***] (provided that if the applicable disclosure is required to be made within fewer than [***], then the receiving Party shall afford to the other Party a reasonable time opportunity to oppose the disclosurereview and comment consistent with such disclosure requirement), and reasonably cooperate with the other Party’s efforts to do so; orReceiving Party shall accept any reasonable comments so provided; (viiif) made by or on behalf of Precision to Duke solely as and to the extent reasonably necessary to comply with an applicable lawfulfill Precision’s reporting and payment obligations under the Duke Agreement, rule, regulation including disclosure of any governmental authority financial terms of this Agreement or securities exchangethe Stock Purchase Agreement relevant to such obligations (e.g., royalty rates and thresholds), so long as (i) such information is disclosed subject to the confidentiality provisions of the Duke Agreement and (ii) Precision shall afford Novartis the opportunity to review and comment on such disclosure, which period shall be no less than [***] and Precision shall accept any reasonable comments so provided, to the extent permitted under the Duke Agreement; (g) made by or on behalf of Novartis to the Xxxx & Xxxxxxx Xxxxx Foundation solely as and to the extent necessary to fulfill Novartis’s reporting obligations under the Gates Foundation Agreement, including disclosure of any financial terms of this Agreement or the FDAStock Purchase Agreement relevant to such obligations (e.g., royalty rates and thresholds), so long as (i) such information is disclosed subject to the confidentiality provisions of the Gates Foundation Agreement and (ii) Novartis shall afford Precision the opportunity to review and comment on such disclosure, which period shall be no less than [***] and Novartis shall accept any reasonable comments so provided, to the extent permitted under the Gates Foundation Agreement; (h) made by or on behalf of the Receiving Party in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose, a copy of this Agreement, the Securities Stock Purchase Agreement or the Registration Rights Agreement (including any Exhibits, Appendices, ancillary agreements, and Exchange Commission amendments hereto or thereto); (i) made by the Receiving Party to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the New York Stock Exchange. Before complyingcase of Novartis) or licensees (in the case of Precision with respect to Terminated Programs), in each case on a need-to-know basis (as reasonably determined by the Party subject to such lawReceiving Party) in connection with the Research, rule Development, making, having made, use, importing, exporting, offering for sale, selling, Commercialization, or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order exploitation of Licensed Products or Terminated Programs (if appropriate)applicable) in the Field in the Territory, in each case under written obligations of confidentiality and reasonably cooperate non-use at least as stringent as those herein; and (j) made by the Receiving Party to potential and actual investors, acquirers, licensees and other financial partners solely for the purpose of evaluating or carrying out an actual or potential investment, or acquisition, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors, such disclosure is under a written obligation of confidentiality that is consistent with market terms, including a shorter period of time during which such information must be held confidential. In addition to the other Party’s efforts to do soforegoing, Precision may [***].

Permitted Disclosures. Each Party may disclose The confidentiality obligations contained in Section 8.1 above shall not apply to the other Party’s Confidential Information: extent that (a) any receiving party (the “Recipient”) is required (i) to the extent reasonably necessary for disclose information by law, regulation or order of a Party to preparegovernmental agency or a court of competent jurisdiction, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the extent permissible under Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other agreements between than as a result of actions of the Parties or their Affiliates; Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the extent reasonably necessary for Recipient on an unrestricted basis from a Party source unrelated to develop any party to this Agreement and not under a duty of confidentiality to the other party; or commercialize(iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party. Notwithstanding any other provision of this Agreement, directly or indirectly through one or more licensees, products related Biogen Idec may disclose Confidential Information of the Amorfix relating to or utilizing Intellectual Property within its allocated (or retained) field of rights information developed pursuant to this Agreement to any Person with whom Biogen Idec has, or the License Agreement; provided that: (a) is proposing to enter into, a business relationship, as long as such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect Person has entered into a confidentiality agreement with Biogen Idec on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less terms at least as stringent than as those contained herein; and (b) such disclosure be expressly limited in the agreements which Biogen Idec uses to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soprotect its own Confidential Information.

Permitted Disclosures. Each Notwithstanding the foregoing, but subject to the last sentence of this Section 8.2, the provisions of Section 8.1 shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish with competent evidence: (a) have become published or otherwise entered the public domain other than by breach of this Agreement by the receiving Party or its Affiliates; (b) are permitted to be disclosed by prior consent of the other Party’s Confidential Information:; (ic) have become known to the receiving Party by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (d) prior to disclosure under the Agreement, was already in the possession of the receiving Party, its Affiliates or Sublicensees, provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; (e) are required to be disclosed by the receiving Party to comply with any applicable law, regulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market, Licensed Product(s), provided that the receiving Party shall provide prior notice of such disclosure to the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; (f) solely to the extent reasonably necessary for in a patent application claiming Program Inventions made hereunder to be filed with the United States Patent and Trademark Office and/or any similar foreign agency, provided that the Party filing the patent shall provide at least thirty (30) days prior written notice of such disclosure to prepare, file the other Party and Prosecute a Patent application under this Agreement take reasonable and lawful actions to avoid or other agreements between minimize the Parties or their Affiliatesdegree of disclosure; (iig) to a Sublicensee as permitted hereunder, provided that such Sublicensee is then subject to obligations of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein; and (h) to a bona fide collaborator or manufacturing, development or sales contractor or partner, but only to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) directly relevant to the extent reasonably necessary for a Party collaboration, partnership or contract and provided that such collaborator, partner or contractor is then subject to develop or commercialize, directly or indirectly through one or more licensees, products related obligations [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to or utilizing Intellectual Property within its allocated the omitted portions. of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein. Notwithstanding the disclosures permitted under subsections (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party wille)-(h), if reasonably practicalthe information, take reasonable steps to limit the scope of documents or materials covered by such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound subsection is otherwise protected by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between then the Parties: (a) such stockholders and prospective investors are subject to confidentiality obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection 8.1 shall still apply.