Common use of Permitted Disclosures Clause in Contracts

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 9.3.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedand provided further that if a disclosure order is not quashed or a protective order is not obtained, 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; 10.2.2 made 9.3.2. Made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party filing in relation to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a PatentRegulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made 9.3.3. Made by or on behalf of Mereo the receiving Party to its sublicensees or its Affiliate or their respective Affiliates or by the receiving Party, its sublicensees or its or their respective Affiliates to an actual its or potential Sublicensee; or 10.2.5 made by their respective attorneys, auditors, advisors, consultants, contractors, existing or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential prospective collaboration partners or actual sources of financing, investors licensees or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the Manufacture or Exploitation of such potential the Licensed Products or actual investment or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; provided further that are customary in each Party shall remain responsible for any failure by its sublicensees or its or their respective Affiliates, attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees or other Third Parties to treat such circumstances. In additionConfidential Information as required under this Article 9 (as if such sublicensees, if legally requiredAffiliates, a copy attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners or licensees and other Third Parties were Parties directly bound to the requirements of this AgreementArticle 9). 9.3.4. Made by the receiving Party to existing or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the Subscription Deed obligations of confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions and receiving Party pursuant to this Article 9; provided, however, that INS shall make no such disclosure to a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawCompetitor, without obtaining ViroPharma’s prior consent in writing.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 5.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party Party, to the extent practicable and legally permissible, shall first where practicable have given prompt written notice (and to the extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is sought or obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 5.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 5.2.3 made to its Representatives; provided that any such recipient of such Confidential Information agrees to be bound by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patentconfidentiality and non-use restrictions contemplated hereby; provided, however, further that reasonable measures the Party making such disclosure shall be taken remain responsible for any failure by any such Person to assure confidential treatment of treat such information, Confidential Information as required under this Article 5. 5.2.4 made to the extent such protection is available; 10.2.4 made by or on behalf of Mereo its or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, Affiliates’ financial and investment banking legal advisors who have a need to know such Confidential Information and potential or actual sources are either under professional codes of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject conduct giving rise to obligations expectations of confidentiality and non-use with respect or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors and other Persons contemplated by this Section 5.2.4, to treat such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of as required under this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawArticle 5.

Permitted Disclosures. Each Party (or the Party specifically named therein) may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.1. in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators regulators, securities exchanges or rules of an applicable securities exchangelisting organizations but subject to Section 7.4; provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least *** Business Days notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be he held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 7.2.2. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approvalthe Development of a Licensed Compound in the Lead Indication pursuant to the Development Plan and Budget in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.3. made by or on behalf of a Party (to the receiving Party extent consistent with ARTICLE 5) to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 7.2.4. made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article 7; 7.2.5. made by or on behalf of Mereo the receiving Party or its Affiliate Affiliates to an actual its or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legaltheir advisors, financial and investment banking advisors and potential or actual sources of financingconsultants, investors or acquirers clinicians, vendors, service providers, contractors as may be necessary in connection with their evaluation the performance of such potential its obligations or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingexercise of its rights as contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7; or 7.2.6. made by the receiving Party or its Affiliates to any actual or potential investor or acquiror (whether of such circumstances. In addition, if legally required, a copy Party or any of this Agreement, the Subscription Deed and Parent Company Guarantee its Affiliates or any of their respective assets) as may be filed by Mereo 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 Confidential Information substantially similar to the U.S. Securities obligations of confidentiality and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions and a reasonable opportunity receiving Party pursuant to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawthis Article 7.

Permitted Disclosures. Each Notwithstanding Section 8.1, the Receiving Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required Disclosing Party as expressly permitted by law, including by reason of filing with securities regulators this Agreement or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party if and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection disclosure is available;reasonably necessary in the following instances: 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legalfiling 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; (d) disclosure to Affiliates, financial sublicenseees, contractors, employees and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary consultants who need to know such information in connection with their evaluation of Development, Manufacturing, regulatory and Commercialization activities with respect to Product as contemplated by this Agreement, on the condition that any such potential or actual investment or acquisition Persons are subject to confidentiality and counsel for the foregoing and non-use obligations consistent in scope with those set forth in this Article 8; and (be) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure obligations that arise to potential Third Party investors in connection with potential financing; confidential financing documents, provided, howeverin each case, that any such persons shall Third Party agrees to be subject to obligations bound by similar terms of confidentiality and non-use consistent in scope with respect those set forth in this Article 8. In the event the Receiving Party is required to such make a disclosure of the Disclosing Party’s Confidential Information that are customary in such circumstances. In additionpursuant to Section 8.3(b) or (c), if legally requiredit will, a copy of this Agreementexcept where impracticable, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca give reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent Disclosing Party of such disclosure and use efforts to secure confidential treatment is reasonably available under of such information at least as diligent as the lawReceiving 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 remain subject to the restrictions on use set forth in this Article 8. In any event, the Receiving Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 4.2.1 Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangejurisdiction; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and and, insofar as permitted by applicable law, given the disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedand provided further that if a disclosure order is not quashed or a protective order is not obtained, 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; 10.2.2 made 4.2.2 Otherwise required by or on behalf law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) Business Days prior to the receiving Party’s disclosure of the Confidential Information pursuant to this Section 4.2.2; 4.2.3 Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information information; or, 4.2.4 Made by Licensee or Supplier to the extent practicable and consistent with Applicable Law; 10.2.3 made by existing or on behalf of the receiving Party to a patent authority as may be reasonably necessary potential acquirers or useful merger candidates; existing or potential collaborators; investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall each of whom prior to disclosure must be subject to bound by obligations of confidentiality and non-use with respect at least equivalent in scope to such Confidential Information that are customary those set forth in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawArticle IV.

Permitted Disclosures. Each Party may disclose Confidential Information belonging to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection disclosure is available;reasonably necessary in the following instances: 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legaldisclosure to governmental or other regulatory agencies in order to obtain patents on Prior Technology, financial and investment banking advisors and potential Collaboration Technology, Joint Technology, Merck Technology and/or Metabasis Technology or actual sources of financingto gain or maintain approval to conduct clinical trials or to market Product (in each case to the extent permitted by this Agreement), investors or acquirers as but such disclosure may be only to the extent reasonably necessary in connection with their evaluation of such potential to obtain patents or actual investment or acquisition and counsel for the foregoing and authorizations; (b) complying with applicable court orders or governmental regulations; (c) disclosure by Merck to Related Parties for the sole purpose of conducting development and/or commercialization of Collaboration Compounds and Products in connection accordance with disclosure obligations that arise in connection with potential financing; provided, however, the terms and conditions of this Agreement on the condition that such persons shall Related Parties agree to be subject to obligations of bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement; provided the term of confidentiality for such Related Parties shall be no less than ten (10) years; or (d) disclosure to consultants, agents or other Third Parties solely to the extent required to accomplish the purposes of this Agreement or in connection with respect due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, in each case on the condition that such Confidential Third Parties agree to be bound by confidentiality and non-use obligations at least equivalent in scope to those contained in this Agreement; provided the term of confidentiality for such Third Parties shall be no less than ten (10) years. If a Party is required by judicial or administrative process to disclose Information that are customary is subject to the non-disclosure provisions of Section 4.1, such Party shall promptly inform the other Party of the disclosure that is being sought in such circumstancesorder to provide the other Party an opportunity to challenge or limit the disclosure obligations. In addition, if legally required, a copy Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this AgreementArticle 4, and the Subscription Deed Party disclosing Information pursuant to law or court order shall take all reasonable steps necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such Information. Metabasis shall consult with Merck on the provisions of this Agreement and Parent Company Guarantee may the Research Plan, together with schedules or other attachments attached thereto, to be filed redacted in any filings made by Mereo the Metabasis with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the as otherwise required by law.

Permitted Disclosures. Each Nanomerics may disclose Virpax Information and each Party may disclose Confidential Information (other than Virpax Information) to the extent that such disclosure is: 10.2.1 9.3.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issued; providedand provided further that if such order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order; 10.2.2 9.3.2. made by or on behalf of the receiving Party by Virpax, its Affiliates or sublicensees to the Regulatory Authorities a Health Authority as required may be necessary or useful in connection with any filing, application or request for Regulatory a Health Registration Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 9.3.3. made by or on behalf of Mereo or its Affiliate a Party to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers a patent authority as may be necessary in connection or useful for purposes of obtaining or enforcing a Patent (consistent with their evaluation the terms and conditions of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingArticle 10); provided, however, that such persons reasonable measures shall be subject taken to obligations assure confidential treatment of confidentiality and non-use with respect such information, to the extent such protection is available; or 9.3.4. otherwise required by law; provided, however, that if Nanomerics is required to disclose Virpax Information, or either Party is required to disclose Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreementthe other Party, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with Party required to make the U.S. Securities and Exchange Commission disclosure shall (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and a) provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca the other Party reasonable advance notice of the terms proposed for redactions and a reasonable an opportunity to request that Mereo make additional redactions of financial or comment on any such required disclosure, (b) if requested by the other information Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the other Party in any such disclosure or request for confidential treatment treatment; or 9.3.5. made by Virpax or its Affiliates to Third Parties as may be necessary or useful in connection with the Exploitation of the Compound or Licensed Products as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith. Notwithstanding the foregoing, in the event that either Party is required by Applicable Law or the requirements of a national securities exchange or another similar regulatory body to disclose this Agreement, in whole or in part, the Parties shall reasonably available under agree on a redacted version of this Agreement as necessary to protect the lawConfidential Information of the Parties prior to making such disclosure.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall shall, where practical and permitted, first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issuedissued and, where permitted, have the commercial terms redacted; providedand provided further that if such order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order; 10.2.2 made by or on behalf of the receiving Receiving Party to the Regulatory Authorities a Health Authority as required may be necessary in connection with any filing, application or request for Regulatory or to achieve a Health Registration Approval; provided, however, that reasonable measures shall be taken to assure ensure confidential treatment of such information information, to the extent practicable and consistent with Applicable Lawsuch protection is available; 10.2.3 made by or on behalf of the receiving Receiving Party to a patent authority as may be reasonably necessary or reasonably useful for purposes of obtaining or enforcing a PatentPatent (consistent with the terms and conditions of Article 15); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party, where practicable and permitted, with reasonable advance notice of and an opportunity to comment on any such required disclosure, (b) if requested by the Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in any such disclosure or on behalf of Mereo or its Affiliate to an actual or potential Sublicenseerequest for confidential treatment; or 10.2.5 made by Flexion or on behalf of Mereo its Affiliates or Sublicensees to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers Third Parties as may be necessary in connection with their evaluation the Development, Exploitation or Manufacture of such potential the Compound or actual investment the Licensed Products as contemplated by this Agreement, including permitted subcontracting or acquisition and counsel for the foregoing and (b) sublicensing transactions in connection with disclosure obligations that arise in connection with potential financing; provided, however, that therewith provided all such persons shall be disclosures are subject to obligations of confidentiality and non-use with respect substantially similar to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law.set out in this Article 10; or

Permitted Disclosures. Each Receiving Party may disclose Confidential Information disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is: 10.2.1 made 9.2.1. necessary to comply with Applicable Law including disclosure that a Party is compelled to make in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or(including prosecution or defense of litigation) if, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing necessary for such compliance with securities regulators or rules of an applicable securities exchangeApplicable Law; provided, however, provided that the receiving Receiving Party shall first where practicable have given notice notice, to the disclosing extent legally permitted, to the Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if a disclosure order is not quashed or a protective order is not obtained, then the Confidential Information disclosed in response to such court or governmental order shall be limited to the information that information which is legally required to be disclosed in response to such court or governmental order; 10.2.2 9.2.2. necessary to comply with the rules and regulations of the U.S. Securities and Exchange Commission (or any securities exchange in any jurisdiction in the Territory) applicable to a Party (each, a “Securities Regulator”), which disclosure is, in the reasonable opinion of the Receiving Party’s counsel, necessary for compliance with the requirements of such securities exchange, and, in connection therewith, each Party acknowledges and agrees that the other Party may submit this Agreement to, or file this Agreement with, the such Securities Regulators, provided that if a Party intends to submit this Agreement to, or intends to file this Agreement with, any Securities Regulator, such Party agrees to engage in a reasonable consultation, on not less than [***] advance notice (further provided that such advance notice shall be [***] during the months of August and December), with the other Party with respect to the preparation and submission of a confidential treatment request for this Agreement or other Confidential Information related to this Agreement to be disclosed to such Securities Regulator; 9.2.3. made by or on behalf of the receiving Receiving Party to the a Regulatory Authorities Authority as required in connection with any filing, application or request for Regulatory Market Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 9.2.4. made by or on behalf of the receiving Receiving Party to a patent authority as may be reasonably necessary file or useful for purposes of obtaining prosecute Patent applications, prosecute or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is availabledefend litigation or otherwise establish rights or enforce obligations under this Agreement; 10.2.4 9.2.5. made by or on behalf of Mereo or its Affiliate the Receiving Party to an actual or potential Sublicenseeprospective investors, acquirers, merger candidates, or, with respect to Sanofi as the Receiving Party, investors in connection with a Monetization (and to its and their respective Affiliates, representatives and financing sources); or 10.2.5 made by or on behalf of Mereo to provided that (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of each such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations Third Party signs an agreement that arise in connection with potential financing; provided, however, that such persons shall be subject to contains obligations of confidentiality and non-use with respect to such Confidential Information that are customary in substantially similar to the Receiving Party’s obligations hereunder (except that the obligations under such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee agreement may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than terminate [***] to request Mereo to diligently seek confidential treatment for terms after disclosure of this Agreement for which confidential treatment is reasonably availablethe relevant information), and (b) each such Third Party to whom information is disclosed shall provide AstraZeneca reasonable advance notice (i) be informed of the terms proposed for redactions confidential nature of the Confidential Information so disclosed and a reasonable opportunity (ii) agree to request that Mereo make additional redactions of financial or other information hold such Confidential Information subject to the extent confidential treatment is reasonably available under the lawterms thereof.

Permitted Disclosures. Each Party may disclose Notwithstanding any other provision of this Agreement, Recipient’s (or its Affiliates’) disclosure of the other Party’s (or any of such Party’s Affiliates’) Confidential Information to the extent that shall not be prohibited if such disclosure is: 10.2.1 made disclosure: (a) is in response to a valid order of a court of competent jurisdiction or other supra-nationalGovernmental Authority, federal, national, regional, state, provincial including the rules and local governmental regulations promulgated by the U.S. Securities Exchange Commission and the Ontario Securities Commission (or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure similar foreign authority) or any other Governmental Authority; (b) is otherwise required by law, including by reason of filing with securities regulators applicable Law or rules of an applicable a nationally or internationally recognized securities exchange; provided, however, that the receiving Party shall first where practicable have given notice including but not limited to the disclosing Party and given the disclosing Party a reasonable opportunity Toronto Stock Exchange or Nasdaq; (c) is: (i) [***]; (d) is to quash such patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain a protective order approval to conduct clinical trials or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party gain Regulatory Approval with respect to the Regulatory Authorities Licensed Product as required in connection with any filing, application or request for Regulatory Approvalcontemplated by this Agreement; provided, however, provided that reasonable measures shall such disclosure may be taken to assure confidential treatment of such information made only to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary to seek or useful for purposes of obtaining obtain such Patent Rights or enforcing a Patent; providedRegulatory Approvals, however, that reasonable measures and the Recipient (or its applicable Affiliate(s)) shall be taken use Commercially Reasonable Efforts to assure obtain confidential treatment of such information; or (e) is in response to a direction to SLP by a Regulatory Authority in the Territory to disclose such Confidential Information pursuant to the Access to Information regime or a Freedom of Information regime and/or the Public Release of Clinical Information regime; provided that such disclosure may be made only if SLP has used Commercially Reasonable Efforts to keep such information confidential. If a Recipient is required to disclose Confidential Information pursuant to Section 11.03(a), Section 11.03(b) or Section 11.03(e), prior to any disclosure the Recipient shall, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legallegally permitted and practicable, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection provide the disclosing Party with their evaluation prior written notice of such potential disclosure in order to permit the disclosing Party to seek a protective order or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek other confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawsuch disclosing Party’s Confidential Information.

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 TGTX Technology (for disclosures by Precision) or Precision Technology (for disclosures by TGTX) without the prior written consent of the other 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 necessary or reasonably useful in connection with any Regulatory Filings for a product that such disclosure is:Party has a license or right to develop in a given country or jurisdiction; 10.2.1 (c) made in response to by or on behalf of the Receiving Party as may be necessary or reasonably useful 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 supra-national, federal, national, regional, state, provincial and local governmental or regulatory body Governmental Authority of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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 orderApplicable Law; 10.2.2 (e) made by or on behalf of the receiving Receiving Party to where such disclosure is required by a Regulatory Authority (including in filings with the Regulatory Authorities as required in connection with any filingSecurities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; provided that, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable permitted, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure; and provided, 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 opportunity to review and comment consistent with Applicable Lawsuch disclosure requirement), and the Receiving Party shall accept any reasonable comments so provided; 10.2.3 (f) made by or on behalf of Precision to Duke solely as and to the extent necessary to fulfill Precision’s reporting obligations under the Duke Agreement as of the Effective Date so long as such information is disclosed subject to the confidentiality provisions of the Duke Agreement as of the Effective Date; (g) made by or on behalf of the receiving 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 (including any Exhibits, Appendices, ancillary agreements, and amendments hereto); (h) made by the Receiving Party to its and its Affiliates’ Representatives, subcontractors, and to Sublicensees (in the case of TGTX) or licensees (in the case of Precision), in each case on a patent authority need-to-know basis (as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to determined by the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (bReceiving Party) in connection with disclosure obligations that arise the Exploitation of the Licensed Product in connection with potential financing; providedthe Territory, however, that such persons shall be subject to in each case under written obligations of confidentiality and non-use substantially consistent with those herein; and (i) 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 so long as such recipients are bound by confidentiality and non-use obligations at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors, such Confidential Information disclosure is under an obligation of confidentiality that are customary in such circumstances. In additionis consistent with market terms, if legally required, including a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable shorter period of time of no more than during which such information must be held confidential. [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law].

Permitted Disclosures. Each Party may disclose Notwithstanding any other provision to the contrary set forth in this Agreement, Recipient’s (or its Affiliates’) disclosure of the other Party’s (or any of such Party’s Affiliates’) Confidential Information to the extent that shall not be prohibited if such disclosure is: 10.2.1 made disclosure: (a) is in response to a valid request or order of a court of competent jurisdiction or other supra-nationalGovernmental Authority, federal, national, regional, state, provincial including the rules and local governmental regulations promulgated by the Securities and Exchange Commission (or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure similar foreign authority) or any other Governmental Authority; (b) is otherwise required by law, including by reason of filing with securities regulators applicable Law or rules of an a nationally or internationally recognized securities exchange or Nasdaq; (c) is made: (i) [***]; or (d) is made to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain Regulatory Approval with respect to the Licensed Product as contemplated by this Agreement, provided that such disclosure under this subsection (d) may be made only to the extent reasonably necessary to seek or obtain such Patent Rights or Regulatory Approvals, and the Recipient (or its applicable securities exchange; providedAffiliate(s)) shall use reasonable efforts to obtain confidential treatment of such information. If a Recipient is required to disclose Confidential Information pursuant to Section 11.03(a) (Permitted Disclosures) or Section 11.03(b) (Permitted Disclosures), howeverthen prior to any such disclosure, that the receiving Party shall first where practicable have given notice Recipient shall, to the extent legally permitted and practicable, provide the disclosing Party and given with prior written notice of such disclosure in order to permit the disclosing Party a reasonable opportunity to quash such order or to obtain seek a protective order or other confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held disclosing Party’s Confidential Information, and in confidence by the event of the disclosing Party’s failure to obtain such court or agency orprotective order, if disclosed, be used the Recipient shall only for the purposes for which the order was issued; provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to disclose that information which is legally required to be disclosed in response to such court or governmental order; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosed.

Permitted Disclosures. Each Notwithstanding the provisions of Section 9.1, each Party may disclose Confidential Information belonging to the other Party as expressly permitted by this Agreement or if and to the extent that such disclosure isis reasonably necessary in the following instances: 10.2.1 made in response (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; (d) to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counseldirectors, officers, employees, consultants, advisors and agents, and with respect to Teva, any contract sales organization it engages to promote the Product, as may be reasonably necessary or appropriate for the receiving Party to satisfy its obligations under this Agreement; 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 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 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 9. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(b) or 9.3(c), it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure is otherwise required by lawand use efforts to secure confidential treatment of such information at least as diligent as such Party would use to protect its own Confidential Information, including by reason of filing with securities regulators or rules of an applicable securities exchangebut in no event less than reasonable efforts; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the any Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information so 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall still be subject to obligations the restrictions on use set forth in this Article 9. In any event, the Parties agree to take all reasonable action to avoid disclosure of confidentiality and non-use with respect to such Confidential Information that are customary hereunder. [ * ] = Certain confidential information contained in such circumstances. In additionthis document, if legally requiredmarked by brackets, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be is filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] pursuant to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice Rule 24b-2 of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions Securities Exchange Act of financial or other information to the extent confidential treatment is reasonably available under the law1934, as amended.

Permitted Disclosures. Each The receiving Party may disclose disclosing Party’s Confidential Information to the extent that such disclosure is: 10.2.1 made 9.3.1 in response 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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 9.5)); provided, however, that the receiving Party shall first where practicable have given 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. prompt written notice (and to the extent possible, at least […***…] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). If no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided, that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article; 9.3.5 made by or on behalf of Mereo AbbVie or its Affiliate Affiliates or Sublicensees to an actual its or potential Sublicensee; or 10.2.5 made by their advisors, consultants, clinicians, vendors, service providers, contractors, existing or on behalf of Mereo to (a) legalprospective collaboration partners, financial and investment banking advisors and potential licensees, sublicensees, or actual sources of financing, investors or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the Exploitation of such potential the Licensed Compound, the Licensed Products, or actual investment or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; provided, howeverthat such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); 9.3.6 made by Ablynx or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like to the extent necessary in assisting with Ablynx’s activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Ablynx pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than […***…] to request Mereo to diligently seek confidential treatment from the date of disclosure); 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. 9.3.7 as provided for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawin Section 10.2.18.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party Party, to the extent practicable and legally permissible, shall first where practicable have given prompt written notice (and to the extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is sought or obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response disclosed; IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to such court or governmental order;certain portions hereof denoted with “*** REDACTED ***” 10.2.2 7.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.3 made to its (actual or potential) Sublicensees, other Persons who have been granted rights to Exploit Products in accordance with this Agreement, acquirers, financing sources, investors or permitted assignees under Section 11.3 and to their financial and legal advisors who have a need to know such Confidential Information in connection with any such sublicense, financing, investment, acquisition or assignment; provided that any such recipient of such Confidential Information agrees to be bound by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patentconfidentiality and non-use restrictions contemplated hereby; provided, however, further that reasonable measures the Party making such disclosure shall be taken remain responsible for any failure by any such Person to assure confidential treatment of treat such information, Confidential Information as required under this Article 7. 7.2.4 made to the extent such protection is available; 10.2.4 made by or on behalf of Mereo its or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, Affiliates’ financial and investment banking legal advisors who have a need to know such Confidential Information, and potential in the case of Lightlake, any Person who holds or actual sources will hold in the future any interest in any of financingLightlake’s products, investors or acquirers as may be necessary and, in connection with their evaluation each case, are either under professional codes of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject conduct giving rise to obligations expectations of confidentiality and non-use with respect or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors and other Persons contemplated by this Section 7.2.4, to treat such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of as required under this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawArticle 7.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.1. permitted with prior written consent of the disclosing Party; 7.2.2. in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation (including regulations of securities exchange) or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, [****]) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 7.2.3. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.4. made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 7.2.5. made by or on behalf of Mereo to its or its Affiliate Affiliates’ financial and legal advisors who have a need to an actual know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or potential Sublicenseeunder written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or 10.2.5 7.2.6. made by the receiving Party or on behalf its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or acquirers or other Third Parties as may be necessary or useful in connection with the Exploitation of Mereo a Licensed Compound, the Licensed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement, or to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy substantially similar to the obligations of this Agreement, the Subscription Deed confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions and a reasonable opportunity receiving Party pursuant to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawthis ARTICLE 7.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made (a) in response the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to Applicable Law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable a securities exchange, but subject to Section 6.4); provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent reasonably possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity opportunity, if reasonably possible, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or seek confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by legal counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 (b) made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalMarketing Authorization, all in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 (c) made by to its or on behalf its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided, that the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of responsible for any failure by such informationfinancial and legal advisors, to the extent treat such protection is availableConfidential Information as required under this Article 6; 10.2.4 (d) made by or on behalf of Mereo the receiving Party or its Affiliate Affiliates to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6; and (e) made by the receiving Party to its advisors, consultants, vendors, Third Party Providers or other Third Parties as may be necessary in such circumstances. In addition, if legally required, a copy connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the Subscription Deed obligations of confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions and a reasonable opportunity receiving Party pursuant to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawthis Article 6.

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 7.2.1 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.2 made by or on behalf of the receiving Party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the opinion of the receiving Party’s legal counsel and without limiting Section 7.4, such disclosure is otherwise required by Applicable Law (including, for clarity, any disclosure required by Applicable Law on xxxxxxxxxxxxxx.xxx or disclosure required by reason of filing with securities regulators); provided, however, that the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of any such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued and (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the receiving Party; and provided further that the Confidential Information disclosed in response to any 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; 7.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a PatentPatent pursuant to the terms of this Agreement in a manner not inconsistent with Article 6; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 7.2.4 made by the receiving Party or on behalf of Mereo its Affiliates, sublicensees or subcontractors to (a) legalits or their agents, financial and investment banking advisors and potential attorneys, auditors, advisors, consultants, contractors, existing or actual sources of financingprospective collaboration partners, investors licensees, sublicensees, investors, insurers or acquirers as may be necessary in connection with their evaluation the performance of such potential its obligations or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingexercise of its rights as contemplated by this Agreement; 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 obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 7 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] to request Mereo to diligently seek confidential treatment for terms from the date of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice disclosure); or 7.2.5 made by or on behalf of the terms proposed for redactions receiving Party where such disclosure is required by a Regulatory Authority (including in filings with the Securities and a reasonable opportunity to request that Mereo make additional redactions of financial Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; provided that, to the extent permitted, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure; and provided, further, that the receiving Party shall afford to the other Party an opportunity to review and comment, which period shall be no less than [***], and the receiving Party shall accept any reasonable comments so provided; or [***] Confidential treatment requested pursuant to a request for confidential treatment is reasonably available filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 7.2.6 made by or on behalf of Precision to Duke solely as and to the extent necessary to fulfill Precision’s reporting obligations under the lawDuke Agreement as of the Effective Date so long as such information is disclosed subject to the confidentiality provisions of the Duke Agreement as of the Effective Date.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 11.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall shall, where practical and permitted, first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issuedissued and where permitted have the commercial terms redacted; providedand provided further that if such order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order; 10.2.2 11.2.2 made by or on behalf of the receiving Receiving Party to the Regulatory Authorities a Health Authority as required may be necessary in connection with any filing, application or request for Regulatory or to achieve a Health Registration Approval; provided, however, that reasonable measures shall be taken to assure ensure confidential treatment of such information information, to the extent practicable and consistent with Applicable Lawsuch protection is available; 10.2.3 11.2.3 made by or on behalf of the receiving Receiving Party to a patent authority as may be reasonably necessary or reasonably useful for purposes of obtaining or enforcing a PatentPatent (consistent with the terms and conditions of Article 16); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made 11.2.4 otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party, where practicable and permitted, with reasonable advance notice of and an opportunity to comment on any such required disclosure, (b) if requested by the Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in any such disclosure or on behalf of Mereo or its Affiliate to an actual or potential Sublicenseerequest for confidential treatment; or 10.2.5 11.2.5 made by Flexion or on behalf of Mereo its Affiliates or Sublicensees to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers Third Parties as may be necessary in connection with their evaluation the Development, Exploitation or Manufacture of such potential the Compounds or actual investment the Licensed Products as contemplated by this Agreement, including permitted subcontracting or acquisition and counsel for the foregoing and (b) sublicensing transactions in connection with disclosure obligations that arise in connection with potential financing; provided, however, that therewith provided all such persons shall be disclosures are subject to obligations of confidentiality and non-use with respect substantially similar to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law.set out in this Article 11; or

Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent that (and only to the extent) such disclosure is: 10.2.1 made is reasonably necessary in response the following instances: (i) subject to a valid the proviso below, by either Party hereto, in order to comply with non-patent Applicable Law (including any securities Applicable Law or the rules of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial securities exchange in a relevant jurisdiction) and local governmental or regulatory body of competent jurisdiction orwith judicial process, if in based on the reasonable opinion advice of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required necessary for such compliance; (ii) subject to the proviso below, by laweither Party hereto, including in connection with prosecuting or defending litigation; and (iii) subject to the proviso below, by reason Dicerna, its Sublicensees, or their sublicensees in connection with any legal or regulatory requirements related to the Development, Manufacture or Commercialization of filing Product that use or employ Licensed Intellectual Property, such as labeling requirements, disclosures in connection with securities regulators obtaining Regulatory Approvals, and the like, so long as the Development, Manufacture or rules Commercialization of an applicable securities exchangeProduct has been and is performed in a manner that complies with the terms and conditions of Dicerna’s license to such Licensed Intellectual Property and reasonable steps are taken to maintain the confidentiality of said Confidential Information even when disclosed for legal or regulatory purposes; provided, however, that with respect to clause (i), (ii) and (iii) where legally permissible, (a) the receiving Receiving Party shall first where practicable have given notice 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 Disclosing Party and given adequate time to take whatever action it may deem appropriate to protect the disclosing Party a reasonable opportunity confidentiality of the information to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedincluding seeking protective orders or injunctive relief, 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and (b) consistent with Applicable Law; 10.2.3 made by or on behalf of , the receiving Disclosing Party shall have the right to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that suggest reasonable measures shall be taken to assure confidential treatment of such information, changes to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or disclosure to protect its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably availableinterests, and the Receiving Party shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity not unreasonably refuse to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawinclude such changes in its disclosure.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 6.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given prompt notice to the disclosing Party and given reasonably assists the disclosing Party a reasonable opportunity in seeking to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 6.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 6.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 6.2.4 made by or on behalf of Mereo AstraZeneca as the receiving Party, in connection with its performance or exercise of its Retained Rights or its Affiliate to an actual or potential Sublicenseerights under this Agreement; or 10.2.5 6.2.5 made by or on behalf of Mereo the receiving Party to (a) legal, financial and investment banking advisors and potential or actual sources of financinginvestors, investors collaboration partners or acquirers as may be necessary in connection with their evaluation of such potential or actual investment investment, collaboration or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy substantially similar to the obligations of this Agreement, the Subscription Deed confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions receiving Party pursuant to this Article 6 (with a duration of confidentiality and a reasonable opportunity to request non-use obligations as appropriate that Mereo make additional redactions is no less than five (5) years from the date of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosure).

Permitted Disclosures. Each The receiving Party may disclose the disclosing Party’s Confidential Information to the extent that such disclosure is: 10.2.1 made 9.3.1 in response 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 or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 9.5); provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least […***…] ([…***…]) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). If no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided, that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article; 9.3.5 made by or on behalf of Mereo AbbVie or its Affiliate Affiliates or Sublicensees to an actual its or potential Sublicensee; or 10.2.5 made by their advisors, consultants, clinicians, vendors, service providers, contractors, existing or on behalf of Mereo to (a) legalprospective collaboration partners, financial and investment banking advisors and potential licensees, sublicensees, or actual sources of financing, investors or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the performance of such potential Discovery Activities or actual investment the Exploitation of the Molecules and Products, or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than […***…] ([…***…]) years from the date of disclosure); 9.3.6 made by Galapagos or its Affiliates or Sublicensees to request Mereo its or their 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 connection with Galapagos’ activities contemplated by this Agreement; provided, that such persons shall be subject to diligently seek confidential treatment for terms obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Galapagos pursuant to this Agreement for which confidential treatment Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is reasonably availableno less than […***…] ([…***…]) years from the date of disclosure); or 9.3.7 made by either Party to Third Parties as necessary and reasonable in connection with the exercise of its rights under the last sentence of Section 7.1.1; provided, that such Third Parties shall be subject to obligations of confidentiality and shall provide AstraZeneca reasonable advance notice non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the terms proposed for redactions receiving Party pursuant to this Article 9 (with a duration of confidentiality and a reasonable opportunity non-use obligations as appropriate that is no less than […***…] ([…***…]) years from the date of disclosure). 9.3.8 Section 9.3.5 shall apply mutatis mutandis to request that Mereo make additional redactions Galapagos with respect to Confidential Information of financial or other information AbbVie solely to the extent confidential treatment is reasonably available under applicable to a Product being developed and commercialized by Galapagos pursuant to the lawlicenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as applicable.

Permitted Disclosures. Each A receiving Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection disclosure is availablereasonably necessary in the following instances: 6.2.1 filing or prosecuting Patent Rights as contemplated by this Agreement; 10.2.4 made 6.2.2 obtaining or maintaining approval to conduct Clinical Trials or to market Licensed Products; 6.2.3 complying with applicable court orders or administrative process (including a request for discovery received in an arbitration or litigation proceeding) and governmental laws and regulations, including regulations promulgated by or on behalf of Mereo or securities exchanges; 6.2.4 to its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legaland its Affiliates’ employees, financial and investment banking consultants, contractors, advisors and potential or actual sources of financingagents, investors or acquirers as may be necessary in each case on a need-to-know basis in connection with their evaluation the performance of such potential or actual investment or acquisition Party’s obligations under this Agreement and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to under written obligations of confidentiality and non-use with respect to such Confidential Information that are customary substantially no less stringent than those confidentiality and non-use provisions contained in such circumstances. In addition, if legally required, a copy of this Agreement; and 6.2.5 to any bona fide potential or actual investor, acquiror or merger partner or other financial partner for the Subscription Deed sole purpose of evaluating an actual or potential investment or acquisition with such Party, in each case under appropriate written obligations of confidentiality and Parent Company Guarantee may be filed by Mereo with non-use that are substantially no less stringent than those confidentiality and non-use provisions contained in this Agreement; provided, that the U.S. Securities disclosing Party redacts the financial terms and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms other provisions of this Agreement for which that are not reasonably required to be disclosed in connection with such potential investment or acquisition. If a Party is required to disclose Information of the other Party pursuant to Section 6.2.3, 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. Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of Section 6.1, and the Party disclosing Information pursuant to law or court order shall take all steps reasonably necessary, including obtaining an order of confidentiality, to ensure the continued confidential treatment is reasonably available, and of such Information. Any Information disclosed pursuant to this Section 6.2 shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information remain otherwise subject to the extent confidential treatment is reasonably available under the lawforegoing confidentiality provisions of Section 6.1.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 9.3.1 in response 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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 9.5)); provided, however, provided that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given (other than with regard to disclosures to comply with applicable securities law, which disclosures are covered in Section 9.5 below) give the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no such protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, provided that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining preparing, obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, provided that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article; 10.2.4 9.3.5 made by or on behalf of Mereo the receiving Party or its Affiliate Affiliates to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, provided that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 9; 9.3.6 made by AbbVie or its Affiliates or Sublicensees to its or their 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 such circumstances. In additionconnection with the Exploitation of the Licensed Antibody, if legally requiredthe Licensed Products, a copy or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement, ; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the Subscription Deed obligations of confidentiality and Parent Company Guarantee may be filed by Mereo non-use of the receiving Party pursuant to this ARTICLE 9 (with the U.S. Securities a duration of confidentiality and Exchange Commission (or relevant exnon-U.S. counterpart). In use obligations as appropriate that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] from the date of disclosure for advisors, consultants, clinicians, vendors, service providers or contractors); or 9.3.7 made by Licensor or its Affiliates (or Third Parties acting under their authority) to request Mereo its or their advisors, consultants, clinicians, vendors, service providers, contractors, or other Third Parties to diligently seek confidential treatment for the extent necessary or useful in in connection with the performance of Licensor’s obligations or exercise of rights expressly granted to Licensor under this Agreement; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] from the date of disclosure); or 9.3.8 a disclosure of the terms of this Agreement for which made on a need to know basis to advisors, consultants, prospective or actual acquirers, investors, or lenders, or with AbbVie’s prior written consent (not to be unreasonably withheld) other Persons, in each case on a need to know basis and who are subject to obligations of confidentiality and non-use with respect to Confidential Information of the other Party substantially similar to the obligations of confidentiality and non-use pursuant to this ARTICLE 9. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment is reasonably available, and request. This Section 9.3 shall provide AstraZeneca reasonable advance notice apply mutatis mutandis to Licensor with respect to Confidential Information of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information AbbVie solely to the extent confidential treatment applicable to a Licensed Product being developed and commercialized by Licensor pursuant to the licenses set forth in Section 12.8.1, if and as applicable. For clarity, in any case where the foregoing disclosure must be subject to obligations of confidentiality and non-use substantially similar to those under this ARTICLE 9, it is reasonably available under understood that the lawduration of such confidentiality and non-use obligations shall be no less than [***] from the date of disclosure.

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is: 10.2.1 made 8.3.1 in response 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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 8.5); provided, however, provided that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least [***] Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (such as, for example, to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 8.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for any Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, provided that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 8.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining preparing, obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, provided that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 8.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 8; 8.3.5 made by or on behalf of Mereo AbbVie or its Affiliate Affiliates or Sublicensees to an actual its or potential Sublicensee; or 10.2.5 made by their advisors, consultants, clinicians, vendors, service providers, contractors, existing or on behalf of Mereo to (a) legalprospective collaboration partners, financial and investment banking advisors and potential licensees, sublicensees, or actual sources of financing, investors or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the Exploitation of a Collaboration CAR-T Product or Licensed Product, [***] employed in a Collaboration CAR-T Product or Licensed Product, or to a molecule, cell, composition, sequence, or vector comprising or encoding such potential [***], or actual investment such specific [***] or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; provided, however, provided that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8, with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] years from the effective date of such obligations or, if the disclosure includes [***], with a duration of confidentiality and non-use obligations that is no less than [***] years from the effective date of such obligations); or 8.3.6 made by Caribou or its Affiliates, to request Mereo its or their advisors, consultants, clinicians, vendors, service providers, contractors, or existing or prospective investors and acquirers, as may be necessary in assisting with Caribou’s activities contemplated by this Agreement and/or in evaluating such potential or actual investment or acquisition, as applicable; provided that: (a) all such Persons to diligently seek confidential treatment which disclosures are made pursuant to this Section 8.3.6 shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Caribou set forth in this ARTICLE 8, with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] years from the effective date of such obligations for terms Life Sciences Entities and [***] years from the effective date of such obligations for any other Person; (b) to the extent such disclosures are made to existing or prospective investors and acquirors, such disclosures shall require AbbVie’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; provided that Caribou may make a disclosure to existing or prospective investors and acquirors that are not Life Sciences Entities without AbbVie’s prior written consent if (i)(1) the disclosure is limited solely to disclosure of this Agreement for which confidential treatment is reasonably available(excluding all Research Plans and with the then-current Initial Program Targets, Reserved Targets, and shall provide AstraZeneca reasonable advance notice Accepted Targets redacted) and (2) the receiving party has agreed in writing to be bound to the confidentiality requirements set out in clause (a) above, or (ii) (1) the disclosure is limited solely to disclosure of this Agreement (excluding all Research Plans) and a list consisting solely of the terms proposed UniProt# or gene name of the then-current Initial Program Targets, Reserved Targets, or Accepted Targets, and (2) the receiving party has agreed in writing to be bound to the confidentiality requirements with a duration of confidentiality and non-use obligations no less than [***] years from the effective date of such obligations; and (c) any disclosure made to existing or prospective investors and acquirors must comply with the following requirements: (a) such investor or acquirer, as applicable, shall be obligated to (1) use the Confidential Information of AbbVie solely for redactions the purposes of evaluating the applicable transaction and shall be prohibited for using any Confidential Information of AbbVie for any other purposes, (2) limit disclosure to persons within such investor or acquirer with a need to know such Confidential Information of AbbVie in order for such acquirer or investor to evaluate the applicable transaction, and (3) use reasonable opportunity and customary measures to request protect the secrecy of, and avoid any unauthorized use or disclosure of, any Confidential Information of AbbVie; and (b) Caribou shall contractually require each such investor or acquirer with whom Caribou does not enter into a definitive agreement regarding a transaction to return or destroy all Confidential Information of AbbVie upon the termination of negotiations with respect to the applicable transaction, provided that Mereo make such investor or acquirer may (i) keep one (1) copy of the Confidential Information for the sole purpose of compliance or archival purposes, and (ii) retain such additional redactions copies of financial or other information any computer records or files containing such Confidential Information that have been created solely by such investor’s or acquirer’s automatic archiving and back-up procedures, to the extent confidential treatment is reasonably available under the lawcreated and retained in a manner consistent with such investor’s or acquirer’s standard archiving and back-up procedures, but not for any other use or purpose.

Permitted Disclosures. Each Article 12.4.1 does not apply to information: (a) which, after the date of this Inter-User Agreement, becomes published or otherwise generally available to the public, except in consequence of a wilful or negligent act or omission by the recipient Party may disclose in contravention of the obligations in Article 12.4.1; (b) disclosed by a Party to its Affiliates or shareholders provided that (i) such disclosure is made for purposes incidental to the subject matter of this Inter-User Agreement and (ii) such Affiliates and shareholders agree to treat it as confidential under a substantially equivalent obligation of confidentiality to that set out in Article 13.4.1 prior to such disclosure being made; (c) to the extent made available to the recipient Party by a third party who is entitled to divulge such Confidential Information and who is not under any obligation of confidentiality in respect of such Confidential Information to the recipient Party; (d) to the extent required to be disclosed by any Applicable Law or by any Maritime Authorities or by the Transportation Enterprise or by any recognised stock exchange or Competent Authority to whose rules the Party making the disclosure or any Affiliate is subject, whether or not having the force of law, provided that the Party disclosing the Confidential Information shall notify the other Party of the Confidential Information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure is:must be made and shall take all reasonable action to avoid and limit such disclosure; 10.2.1 (e) which has been independently developed by the recipient Party otherwise than in the course of the exercise of that Party’s rights under this Inter-User Agreement or the implementation of this Inter-User Agreement; (f) to the extent made in response available to a valid order proposed bona fide transferee or assignee of the whole or part of the disclosing Party’s interest under this Inter-User Agreement; (g) to the extent made available to a court proposed bona fide potential shareholder or a disclosing Party proposing to acquire the whole or a significant part of competent jurisdiction the issued share capital of the disclosing Party; (h) to the extent made available to a bank or other supra-nationalfinancial institution or bond investors or underwriters or any party in relation to a potential securitisation in connection with efforts by that Party or an Affiliate to obtain funds, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if to document any loan to or security granted by that Party or an Affiliate or in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing connection with securities regulators any bond issue or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice securitisation; (i) to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring extent that the Confidential Information is properly and documents reasonably required by any adviser, auditor, consultant, expert, contractor or subcontractor who is employed or retained by (or whose employment or retention is being considered by) that are Party or by the subject bank or other financial institution referred to in Article 13.5.2(h) and whose function requires them to have the Confidential Information; (j) disclosed to a supplier or potential supplier of LNG that is to be unloaded into the Terminal for purposes reasonably necessary for such order be held in confidence by such court or agency or, if disclosed, be used only for supply; (k) to the purposes for which the order was issued; provided, further, extent that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally properly and reasonably required to be disclosed in response to such court or governmental order; 10.2.2 made by or on behalf of the receiving any Party to the Regulatory Authorities as required resolve a dispute or disputes arising in connection with the provision and/or receipt of Services at the Terminal; (l) disclosed to any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information applicable tax authority to the extent practicable and consistent with Applicable Lawrequired by a legal obligation; 10.2.3 made by or on behalf (m) disclosed, subject to the consent of the receiving other Party (such consent not to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationunreasonably withheld), to the extent such protection is available; 10.2.4 made by reasonably required to assist the settlement of the disclosing Party’s tax affairs or on behalf those of Mereo any of its shareholders or its Affiliate to an actual or potential Sublicenseeany other person under the same control as the disclosing Party; or 10.2.5 made by or on behalf of Mereo (n) which the recipient Party can prove was already known to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for it before its receipt from the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingdisclosing Party; provided, howeverin the case of disclosure under Article 13.5.2(f), (g), (h), (i) or (j) above, that the recipient of such persons shall be subject to obligations information is under a substantially equivalent obligation of confidentiality and non-use with respect to that in Article 12.4.1 prior to such Confidential Information that are customary in such circumstances. In addition, if legally required, disclosure being made and for a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawten (10) Years after such disclosure.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.1. in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). If no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 7.2.2. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.3. made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 7.2.4. made by or on behalf of Mereo to its or its Affiliate Affiliates’ financial and legal advisors who have a need to an actual know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or potential Sublicenseeunder written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 7; or 10.2.5 7.2.5. made by the receiving Party or on behalf of Mereo its Affiliates or Sublicensees to its or their (a) legaladvisors, financial and investment banking advisors and consultants, vendors, service providers, or contractors, (b) existing or prospective collaboration partners, licensees, sublicensees, lenders, investors, or acquirers, or (c) in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement, or to potential or actual sources of financing, investors or acquirers as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy substantially similar to the obligations of this Agreement, the Subscription Deed confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions and a reasonable opportunity receiving Party pursuant to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawthis ARTICLE 7.

Permitted Disclosures. Each ‌ 4.1 The Receiving Party may disclose Confidential Information: (a) to its Representatives that need to know the Confidential Information for the Purposes and subject to section 8.2 of this Contract, to the extent that such disclosure is:Commission in connection with the Complaint; 10.2.1 made (b) to anyone the Disclosing Party has agreed in response writing may receive the Confidential Information; (c) in the case of NorthPoint, to a valid order person entitled to such information pursuant to The Freedom of a court Information and Protection of competent jurisdiction or other supra-nationalPrivacy Act (Saskatchewan), federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, provided that the receiving Party shall first where practicable have given NorthPoint gives written notice to the disclosing Disclosing Party prior to such disclosure and given an opportunity, at the disclosing Disclosing Party’s expense, to take legal steps to resist or narrow such request; (d) in the case of Manitoba Hydro, to a person entitled to such information pursuant to The Freedom of Information and Protection of Privacy Act (Manitoba), provided that Manitoba Hydro gives written notice to the Disclosing Party a reasonable opportunity prior to quash such order disclosure and an opportunity, at the Disclosing Party’s expense, to take legal steps to resist or narrow such request; (e) required by any applicable laws to obtain a protective order or confidential treatment requiring that be disclosed, provided that: (i) prior to such disclosure, the Receiving Party gives notice to the Disclosing Party with the full particulars of the proposed disclosure; (ii) the Receiving Party only discloses such Confidential Information and documents that are the subject of such order be held in confidence as it is advised by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which legal counsel is legally required to be disclosed in response disclosed; and (iii) the Receiving Party takes reasonable steps to such court or governmental order; 10.2.2 made by or on behalf of the receiving Party obtain assurances that confidential treatment will be afforded to the Regulatory Authorities as required in connection with any filingConfidential Information disclosed. 4.2 The Receiving Party shall cause each Representative to hold Confidential Information under the same, application or request for Regulatory Approval; providedsubstantially similar, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality imposed by this Contract. The Receiving Party agrees and non-use with respect represents that it has adopted reasonable policies and procedures to such protect its own confidential and proprietary information from disclosure, and Receiving Party will protect any Confidential Information disclosed to it by the Disclosing Party with at least the same degree of care as it uses to protect its own confidential and proprietary information of a similar type, which degree of care shall in no event fail to meet industry standards. The Receiving Party shall maintain a complete and accurate list of each individual that are customary in such circumstances. In addition, if legally required, a copy of this Agreementis granted to access to the Confidential Information, the Subscription Deed and Parent Company Guarantee may reason such access was required as it relates to the Purpose. Within 5 business days of receipt of a written request from the Disclosing Party, the Receiving Party shall provide this list to the Disclosing Party. 4.3 The Receiving Party shall be filed liable to the Disclosing Party if the Disclosing Party’s Confidential Information is dealt with by Mereo the Receiving Party’s Representatives or any other person receiving Confidential Information from the Receiving Party in a manner that is not in accordance with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of obligations imposed upon the Receiving Party under this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawContract.

Permitted Disclosures. Each Notwithstanding the foregoing, the Receiving Party may (a) disclose it to government agencies and others where such information may be required to be included in Patent applications or regulatory filings permitted under the terms of this Agreement; (b) provide it to Third Parties solely on a “need to know” basis under agreements including confidentiality and non-use provisions at least as restrictive as those in this Agreement for consulting, market research, Manufacturing, Development, and preclinical and clinical testing with respect to the Products in connection with performance under this Agreement; (c) prosecuting or defending litigation in relation to the Xxxxx Intellectual Property or this Agreement, including responding to a subpoena in a Third Party litigation, provided it has used good faith and reasonable efforts to obtain a protective order for such Confidential Information or (d) publish it if and to the extent such publication has been approved in writing by the Disclosing Party. In each of the foregoing cases, the Receiving Party will use diligent efforts to limit the disclosure and maintain confidentiality to the extent possible and the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Article XIII to treat such Confidential Information as required under this Article XIII. If and whenever any Confidential Information is disclosed in accordance with this Section 13.1.2, such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure is: 10.2.1 made results in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such public disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made (otherwise than by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy breach of this Agreement). Where reasonably possible and subject to Section 13.1.3, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo Receiving Party shall notify AstraZeneca and provide AstraZeneca a reasonable period the Disclosing Party of the Receiving Party’s intent to make such disclosure pursuant to this Section 13.1.2 sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of no more than the information. Certain information marked as [***] to request Mereo to diligently seek confidential treatment for terms of has been excluded from this Agreement for which confidential treatment exhibit because it is reasonably available, both (i) not material and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law(ii) would be competitively harmful if publicly disclosed.

Permitted Disclosures. Each (a) The Receiving Party may disclose the Disclosing Party’s Confidential Information (without the Disclosing Party’s prior written permission) if such disclosure is made to the Receiving Party’s Affiliates or any of its or their actual or potential equityholders, members, limited partners, partners, managers, directors, trustees, officers, employees, agents, consultants, tax advisors, bankers, financial advisors, lenders, investors, co-investors, collaborators, purchasers, acquirers, assignees, contractors, licensees, sublicensees, accountants, attorneys or other representatives, in each case, who need to know such Confidential Information and who are, prior to receiving such disclosure, bound by written or professional confidentiality and non-use obligations no less stringent than those contained herein. Notwithstanding the foregoing, the Receiving Party shall be responsible for any breach of this Section 4.3(a) by any Person described in this Section 4.3(a) to which it discloses Confidential Information (as if such Person were bound by the terms of this Section 4.3(a)) and shall take all reasonably necessary measures to restrain such Person from unauthorized disclosure or use of the Confidential Information. (b) The Receiving Party may disclose the Disclosing Party’s Confidential Information (without the Disclosing Party’s prior written permission) to any Person to the extent that such disclosure is: 10.2.1 made in response is necessary (i) for regulatory, tax or customs purposes, (ii) to a valid prosecute or defend litigation or (iii) to comply with Applicable Law (including the Securities Act and the Exchange Act), applicable stock exchange requirements or an order of or subpoena from a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeGovernmental Authority; provided, however, that the receiving Party Receiving Party, to the extent it may legally do so, shall first where practicable have given give reasonable advance notice to the disclosing Disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency ordisclosure and, if disclosedat the Disclosing Party’s reasonable request and expense, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information disclosed in response Receiving Party shall use its reasonable efforts 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such information Confidential Information prior to its disclosure (whether through protective orders or otherwise). Notwithstanding the foregoing or anything to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary contrary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed Receiving Party and Parent Company Guarantee may be filed by Mereo its Affiliates may, without notice to any Disclosing Party, disclose Confidential Information to any Governmental Authority having jurisdiction over the Receiving Party or its Affiliates in connection with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawroutine regulatory examinations.

Permitted Disclosures. Each Notwithstanding the obligations set forth in Section 4.1, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) to the extent: (a) such disclosure: (1) is to a patent authority and is reasonably necessary for the filing, prosecuting, defending or enforcing Patents as contemplated by, and in accordance with, the terms of Section 3; provided that such Party shall provide notice of the proposed filing or other disclosure and the Confidential Information to be included therein to the other Party at least thirty (30) days prior to filing or submission along with, to the extent that permitted and practical, a copy of the proposed filing or other disclosure for review, and, if the other Party reasonably asserts trade secret claims to its Confidential Information contained in such proposed filing or other disclosure, such filing or disclosure is: 10.2.1 made in response shall require the prior written consent of the other Party; (2) is to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial Regulatory Authority and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required necessary in connection with any filingthe Development, application Commercialization or request for Regulatory ApprovalManufacture of a product that is Covered by Seller Licensed Patents or by Purchaser Licensed Patents; providedor (3) is permitted by the APA, howeverin each case (1), (2) and (3), provided that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable applicable Law; 10.2.3 made by (b) such disclosure is reasonably necessary: (1) to its and its Affiliates’ employees, contractors, consultants, advisors, clinicians, vendors, service providers and existing or on behalf prospective Sublicensees and licensees in connection with the exercise of its rights or the receiving performance of its obligations under this Agreement; (2) to such Party’s directors, officers, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party relating to a patent authority as may be reasonably necessary this Agreement; or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken (3) to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential Party solely for the purpose of evaluating or actual carrying out a bona fide investment in or acquisition and counsel for the foregoing of such Party; provided that, in each case (1), (2) and (b3), such Person(s) in connection with to whom disclosure obligations that arise in connection with potential financing; provided, however, that such persons is made under this Section 4.3(b) shall be subject bound in writing prior to such disclosure by confidentiality and non-use obligations substantially consistent with those contained in the Agreement (other than investors, who must be bound in writing prior to disclosure by commercially reasonable obligations of confidentiality and non-use with respect use); provided further that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 4.3(b) to treat such Confidential Information as required under this Section 4; (c) such disclosure is required by applicable Law, rules of a securities exchange or judicial or administrative process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is so required; provided that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission event such Party (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent legally permissible) shall promptly inform the other Party of such required disclosure and use reasonable efforts to provide the other Party an opportunity to challenge or limit the disclosure obligations; provided further that Confidential Information disclosed shall be limited to that information which is required under the relevant applicable Law, rule, judicial or administrative process or court or governmental order and the Party disclosing Confidential Information in such situation shall use reasonable efforts, including seeking confidential treatment or a protective order, to seek and obtain continued confidential treatment of such Confidential Information. Confidential Information that is so disclosed shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4; or (d) is reasonably available necessary for prosecuting or defending litigation or in establishing rights (whether through declaratory actions or other legal proceedings) or enforcing obligations under the lawthis Agreement.

Permitted Disclosures. Each (i) In the event that Receiving Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to or its Affiliates or any of its or its Affiliates’ Representatives are requested by a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory authority or required by Applicable Law (as reasonably determined by Disclosing Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction orto disclose any Confidential Information, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a promptly, and, in any event, use reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject efforts to, promptly upon learning of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationrequirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such protection requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is available; 10.2.4 made by or on behalf of Mereo obtained and Receiving Party or its Affiliate Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to an actual disclose Confidential Information, Receiving Party or potential Sublicensee; or 10.2.5 made by its Affiliates or on behalf its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are customary in such circumstancescompelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In additionany event, if legally requiredReceiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (ii) Notwithstanding anything herein to the contrary, a copy nothing in this ‎Section 6.1 shall be construed to restrict Receiving Party from disclosing Confidential Information to Receiving Party’s Affiliates, Representatives, existing or prospective lenders, acquirors, investors, partners, assignees and other sources of funding, including underwriters, debt financing or co-investors, or direct or indirect beneficial owners, or limited partners, and the Representatives of the foregoing, provided that the recipient of Confidential Information agrees to be bound by the provisions of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (‎Section 6.1 or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a are otherwise subject to reasonable period restrictions of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawconfidentiality.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 6.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that that, to the extent practicable under the circumstances, the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 6.2.2. made by or on behalf of the receiving Party in connection with prosecuting or defending litigation; provided, however, that, to the extent practicable under the circumstances, the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to obtain a protective order requiring that the Confidential Information and documents that are the subject of such litigation be held in confidence by the Persons prosecuting or defending such litigation or, if disclosed, be used only for the purposes in connection with such litigation; 6.2.3. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval made consistent with the terms and conditions of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 6.2.4. made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful required for purposes of obtaining or enforcing a PatentPatent as permitted by this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 6.2.5. made by the receiving Party to its Affiliates or on behalf of Mereo potential future or actual sublicensees (including Sublicensees) or distributors, or by the receiving Party or its Affiliate Affiliates, sublicensees (including Sublicensees) or distributors to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legalThird Parties, financial and investment banking advisors and potential or actual sources of financingin each case, investors or acquirers as may be necessary or useful in connection with their evaluation the Exploitation of such potential any Licensed Compound or actual investment Licensed Product as contemplated by this Agreement, in the case of Licensee, or acquisition and counsel for the foregoing and (b) Exploitation of the AstraZeneca Product, in the case of MedImmune or its Affiliate, including subcontracting or sublicensing transactions in connection with disclosure obligations that arise in connection with potential financingtherewith; provided, however, that such persons disclosures are made under 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 6 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure); *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.2.6. made by or on behalf of the receiving Party to [***], consultants of such receiving Party, or other Third Party service providers performing activities on behalf of such receiving Party hereunder or in connection herewith; provided, however, that (a) such disclosure shall be limited to only that Confidential Information required to enable such Third Party to perform the applicable activities and (b) such Third Party shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 6 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In additionis no less than five (5) years from the date of disclosure); provided, further, that if legally required, a copy either Party seeks to disclose the terms of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than Agreement to [***] or other consultants or Third Party service providers, the Party seeking to disclose this Agreement must obtain the other Party’s prior written consent before disclosing this Agreement (such consent not to be unreasonably withheld, delayed or conditioned); or 6.2.7. made by or on behalf of the receiving Party to potential or actual investors, investment bankers, lenders or acquirers as may be necessary in connection with their evaluation of such potential or actual investment, loan, financing or acquisition; provided, however, that such persons shall be subject to reasonable 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 6, with a duration of confidentiality and non-use obligations that is no less than five (5) years from the date of disclosure; provided, further, that: (a) upon the written request Mereo of either Party, the Parties shall, within [***] of such request, mutually agree in good faith on a redacted version of this Agreement that may be provided by a Party to diligently seek confidential treatment for a bona fide potential investor, acquirer or divestment partner, such agreement not to be unreasonably withheld, delayed or conditioned, and such redactions not to be so extensive that they do not permit a potential investor, acquirer or divestment partner to gain a reasonable understanding of the relationship established by this Agreement or to conduct reasonable due diligence regarding this Agreement (such redacted version, the “Redacted Agreement”), and such Party shall have the right to provide any such bona fide potential investor, acquirer or divestment partner with the Redacted Agreement or a summary thereof; and (b) if a Party seeks to disclose any terms of this Agreement for which confidential treatment is reasonably availablethat were redacted from the Redacted Agreement to potential investors, and acquirers or divestment partners, the Party seeking to disclose such terms must obtain the other Party’s prior written consent before disclosing such terms (such consent not to be unreasonably withheld, delayed or conditioned). In no event shall provide AstraZeneca reasonable advance notice the Party seeking to disclose Confidential Information of the other Party or the terms proposed for redactions and of this Agreement to a reasonable opportunity potential investor, acquirer or divestment partner be required to request disclose the identity of such potential investor, acquirer or divestment partner to the other Party. Notwithstanding the foregoing, Licensee shall not, without MedImmune’s prior written consent, which may be withheld in MedImmune’s sole discretion, disclose any AstraZeneca Product Know-How (other than AstraZeneca Product Know-How that Mereo make additional redactions is or becomes part of financial the public domain by public use, public general knowledge or the like through no breach of this Agreement *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. by Licensee or any of its Affiliates or its or their Sublicensees) or any other information Confidential Information specifically relating to the AstraZeneca Product, any AstraZeneca Product Improvement or AstraZeneca Product Patents, except in each case to the extent confidential treatment is reasonably available under the lawprovided in Section 6.2.1 or, with respect to actual Sublicensees but not with respect to potential future sublicensees, Section 6.2.5.

Permitted Disclosures. Each (a) The provisions of Section 6.1 shall not preclude a Party may disclose or its Affiliates from disclosing Confidential Information to the extent such Confidential Information is required to be disclosed by such Party or its Affiliates to comply with applicable law or legal process, including without limitation the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange, including without limitation Nasdaq, or to defend or prosecute litigation, provided that such disclosure is: 10.2.1 made in response to a valid order Party provides prior written notice of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given takes reasonable and lawful actions to avoid and/or minimize the disclosing Party a reasonable opportunity degree of such disclosure. (b) Subject to quash such order or to obtain a protective order or confidential treatment requiring Sections 6.2(c) and 11.10, the Parties agree that the material financial terms of this Agreement will be considered Confidential Information and documents that are of both Parties. Notwithstanding the subject of such order be held in confidence by such court or agency orforegoing, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and either Party may disclose such terms to bona fide potential or actual sources of financingsublicensees, investors or acquirers as may be reasonably necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for a permitted sublicense under the foregoing licenses granted in this Agreement, and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, either Party may disclose the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for material financial terms of this Agreement for which to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other potential financial partners, and to such Party’s consultants and advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any permitted disclosure of Confidential Information pursuant to this Section 6.2(b), each Party agrees to use all reasonable efforts to inform each disclosee of the confidential nature of such information and cause each disclosee to treat such information as confidential. (c) Notwithstanding any provision to the contrary in this Agreement, either Party may disclose to any and all Persons, without limitation of any kind, the United States federal tax treatment and tax structure of the transactions set forth in this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and tax structure. Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice under Rule 406 of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawSecurities Act.

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is: 10.2.1 13.3.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall first where practicable have given written notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issued; providedand provided further that if a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order; 10.2.2 13.3.2 made by or on behalf of the receiving Receiving Party to the Regulatory Authorities a governmental or other regulatory authority as required may be necessary or useful in connection with any filing, application or request for Regulatory Approvala Registration; provided, however, that reasonable measures shall will be taken to assure obtain confidential treatment of such information to the extent practicable and consistent with Applicable Lawinformation; 10.2.3 13.3.3 made by or on behalf of the receiving Receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a PatentPatent Right; provided, however, that reasonable measures shall will be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 13.3.4 made by the Receiving Party or on behalf of Mereo its Affiliates, distributors or sublicensees to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers Third Parties as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy performance of this Agreement, or the Subscription Deed and Parent Company Guarantee may be filed by Mereo with exercise of its rights hereunder, including permitted subcontracting or sublicensing transactions in connection therewith, provided that the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In Receiving Party making such disclosure shall require that case, Mereo such Third Party receiving such Confidential Information shall notify AstraZeneca and provide AstraZeneca a reasonable period observe at least the same obligations of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of confidentiality as such Party owes under this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawAgreement.

Permitted Disclosures. 9.2.1. Either Party may disclose to bona fide potential investors, lenders and acquirors, and to such Party’s consultants and advisors, the existence and terms of this Agreement to the extent necessary in connection with a proposed equity or debt financing of such Party, or a proposed acquisition or business combination, and Lexicon may make such disclosures as are necessary for Lexicon to comply with its reporting obligations under the T1DM Funding Agreements, in each case, so long as such recipients are bound in writing to maintain the confidentiality of such information to the extent the Party making such disclosure remains subject to a confidentiality obligation as to such information under this Agreement. 9.2.2. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 is made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, or if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing in order to comply with securities regulators or rules of an applicable securities exchangelaws or regulations or the rules or regulations of any stock exchange on which securities of the Party making such disclosure are traded; provided, however, that the receiving Party shall shall, if practicable, first where practicable have given notice to notified the disclosing Party and given of such requirement so that the disclosing Party a reasonable opportunity may seek to quash such order or to obtain a protective order or for confidential treatment requiring that the Confidential Information and documents that are the subject of with respect to such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issueddisclosure; provided, further, that the Confidential Information disclosed in response to such court or governmental order or other legal requirement shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;. 10.2.2 made by or on behalf of the receiving 9.2.3. Either Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, disclose Confidential Information to the extent such protection disclosure if (i) reasonably necessary for the filing or prosecuting Patents as contemplated by ARTICLE 8; or (ii) is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be reasonably necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel regulatory filings for the foregoing and (b) Licensed Products in connection the Field consistent with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 11.2.1 in response the reasonable opinion of the receiving Party’s (or in the event Licensor is the receiving Party, the reasonable opinion of F-star GmbH’s or F-star Ltd’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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 11.4)); provided, however, that the receiving Party (or in the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall first where practicable have given prompt written notice (and to the extent possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party (or in the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 11.2.2 made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by or on behalf of F-star GmbH or F-star Ltd) or their licensees or sub-licensees to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 11.2.3 subject to written consent of the disclosing Party, made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by or on behalf of F-star GmbH or F-star Ltd) to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 11.2.4 made to its or its Affiliates’, (or if to Licensor, to F-star GmbH’s or F-star Ltd’s) financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 11; 11.2.5 made by or on behalf of Mereo the receiving Party or its Affiliate Affiliates (or in the event Licensor is the receiving Party, by F-star GmbH or F-star Ltd or their respective Affiliates) to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financinginvestors, investors or acquirers acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of such a potential or actual investment in or acquisition and counsel for of the foregoing and receiving Party or its Affiliates (b) or in connection with disclosure obligations that arise in connection with potential financingthe event Licensor is the receiving Party, of F-star GmbH or F-star Ltd or their respective Affiliates); provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11; 11.2.6 made by Denali or its Affiliates or Sublicensees to its or their 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 such circumstances. In additionconnection with the Exploitation of any mAb2, if legally requiredthe Licensed Products, a copy or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the Subscription Deed obligations of confidentiality and Parent Company Guarantee non-use of the receiving Party pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or 11.2.7 made by Licensor, F-star GmbH, or F-star Ltd or their Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like as may be filed necessary in assisting with Licensor’s, F-star GmbH’s or F-star Ltd’s activities contemplated by Mereo this Agreement (including in relation to the exercise of the rights granted by Denali in Section 8.3 or otherwise in connection with the U.S. Securities performance of its obligations or exercise of its rights as contemplated by this Agreement); provided, that such Persons shall be subject to obligations of confidentiality and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period use with respect to such Confidential Information of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information Denali substantially similar to the extent confidential treatment obligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is reasonably available under no less than five (5) years from the lawdate of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the like).

Permitted Disclosures. Each Notwithstanding anything to the contrary, a Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving other Party’s legal counsel, such disclosure is otherwise required by lawincluding, including by reason without limitation, the terms of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationthis † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Agreement, to the extent such protection disclosure is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to reasonably necessary: (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary to secure patent protection for an Intellectual Property Right developed pursuant to this Agreement consistent with the ownership provisions set forth in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and Section 7; (b) in connection to comply with disclosure obligations that arise in connection with potential financingapplicable laws or regulations, the requirements of any Regulatory Agency or other regulatory or governmental authority, including, without limitation, FDA, the US Securities and Exchange Commission, the Federal Trade Commission and/or the Department of Justice, or judicial order from a court of competent jurisdiction; providedor (c) as necessary for Omeros to conduct pre-clinical studies, clinical trials, achieve the Overall Objective or to seek regulatory approval to market Omeros Therapeutics. Prior to making any such permitted disclosures, however, the Recipient shall give reasonable advance notice to the Disclosing Party with as much detail as possible in relation to the disclosure. Each Party agrees that such persons it shall be subject to obligations of confidentiality cooperate fully and non-use in a timely manner with the other Party with respect to all such permitted disclosures, including determining what information should be released and requests for confidential treatment of Confidential Information of either Party included in any such disclosure where possible; provided that are customary in such circumstances. In addition, if legally required, no event shall a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may Party be filed by Mereo with the U.S. Securities and Exchange Commission (required to delay any filing or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawrelease unreasonably hereunder.

Permitted Disclosures. Each Receiving Party may disclose disclosing Party’s Confidential Information to the extent that such disclosure is: 10.2.1 made 9.3.1 in response 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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 9.5)); provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least […***…] ([…***…]) Business Days notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). If no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article; 9.3.5 made by or on behalf of Mereo Xxxxxx or its Affiliate Affiliates or Sublicensees to an actual its or potential Sublicensee; or 10.2.5 made by their advisors, consultants, clinicians, vendors, service providers, contractors, existing or on behalf of Mereo to (a) legalprospective collaboration partners, financial and investment banking advisors and potential licensees, sublicensees, or actual sources of financing, investors or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the Exploitation of such potential the Licensed Compound, the Licensed Products, or actual investment or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than […***…] ([…***…]) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or 9.3.6 made by Galapagos or its Affiliates to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably availableits or their advisors, consultants, clinicians, vendors, service providers, contractors, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information like to the extent confidential treatment necessary in assisting with Galapagos’ activities contemplated by this Agreement; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of Xxxxxx substantially similar to the obligations of confidentiality and non-use of Galapagos pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is reasonably available under no less than […***…] ([…***…]) years from the lawdate of disclosure). 9.3.7 Section 9.3.5 shall apply mutatis mutandis to Galapagos with respect to Confidential Information of Xxxxxx solely to the extent applicable to a Licensed Product being developed and commercialized by Galapagos pursuant to the licenses set forth in Sections 12.6.1(iii) and 12.7.2, if and as applicable.

Permitted Disclosures. Each Receiving Party may disclose Disclosing Party’s Confidential Information to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) in order to comply with applicable Law or the rules of any securities exchange or with a legal or administrative proceeding; and (ii) in connection with performing its obligations and exercising any rights under this Agreement or the Transaction Documents or in connection with any litigation or dispute resolution proceedings between the parties hereto. If and whenever any Confidential Information is disclosed in accordance with this Section 5.12(c), such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure is: 10.2.1 made results in response to a valid order public disclosure of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in such information. The Receiving Party shall notify the reasonable opinion Disclosing Party of the receiving Receiving Party’s legal counsel, intent to make any disclosures pursuant to Section 5.12(c)(i) or 5.12(c)(ii) sufficiently prior to making such disclosure is otherwise required by lawso as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information (including seeking a confidential treatment order or protective or limiting order, including by reason of filing with securities regulators or rules of an applicable securities exchange; providedas applicable), however, that and the receiving Receiving Party shall first where practicable have given notice will provide reasonable assistance to the disclosing Disclosing Party and given with respect thereto; provided that, in any event, the disclosing Receiving Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that will use reasonable measures shall be taken to assure ensure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to only disclose such Confidential Information that are customary of the Disclosing Party as is necessary to comply with such Laws or judicial process. Notwithstanding the foregoing or anything contained in such circumstances. In addition, if legally required, a copy of this AgreementSection 5.12(c) to the contrary, the Subscription Deed and Investors (as defined in the Parent Company Guarantee may Investors’ Rights Agreement) shall be filed by Mereo permitted to disclose Confidential Information in accordance with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice Section 3.4 of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawParent Investors’ Rights Agreement.

Permitted Disclosures. Each Notwithstanding Section 15.1, each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 (a) made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 (b) made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information information, to the extent practicable and consistent with Applicable Lawsuch protection is available; 10.2.3 (c) made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 (d) made by the receiving Party or on behalf of Mereo its Affiliates or licensees or sublicensees to (a) legalits or their attorneys, financial and investment banking advisors and potential auditors, advisors, consultants or actual sources of financing, investors or acquirers Contracting Third Party as may be necessary or useful in connection with the Development, Manufacturing or Commercialization of the New Collaboration Compounds or the Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement, or to potential or actual investors or acquirors as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 15 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] to request Mereo to diligently seek confidential treatment for terms years from the date of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosure).

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 11.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, 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; 10.2.2 11.2.2. made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 11.2.3. made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 11.2.4. made by or on behalf of Mereo the receiving Party or its Affiliate Affiliates to an actual acquirer or potential Sublicensee; or 10.2.5 made by acquirer of all or on behalf substantially all of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation the assets of such potential receiving Party or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingits Affiliates to which this Agreement relates; provided, however, that such persons (other than the disclosing Party’s attorneys) shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 11; or 11.2.5. made by the receiving Party or its Affiliates or sublicensees to its or their attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, or (sub)licensees as may be necessary or useful in connection with the Exploitation or Manufacture of the Licensed Compound, the Licensed Products, or, in the case of AstraZeneca as the receiving Party, other products that are customary contain the Licensed Compound, or otherwise in such circumstances. In addition, if legally required, a copy connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, however, that such persons (other than the Subscription Deed disclosing Party’s attorneys) shall be subject to obligations of confidentiality and Parent Company Guarantee may be filed by Mereo non-use with respect to such Confidential Information substantially similar to the U.S. Securities obligations of confidentiality and Exchange Commission non-use of the receiving Party pursuant to this Article 11 (or relevant exwith a duration of confidentiality and non-U.S. counterpart). In use obligations as appropriate that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] to request Mereo to diligently seek confidential treatment for terms from the date of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosure).

Permitted Disclosures. Each Party may disclose Confidential Information The confidentiality obligations contained in Section 8.1 above shall not apply to the extent that such disclosure is: 10.2.1 made in response (a) any Recipient Party is required (i) to disclose Confidential Information by law, regulation or order of a valid governmental agency or by order of a court of competent jurisdiction jurisdiction, or (ii) to disclose Confidential Information to any governmental agency for purposes of obtaining approval to test or market a Product, provided in either case that the Recipient Party shall provide written notice thereof to the Disclosing Party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient Party can demonstrate by written evidence that the disclosed Confidential Information was (i) public knowledge at the time of such disclosure to the Recipient Party, or thereafter became public knowledge, other supra-national, federal, national, regional, state, provincial and local governmental than as a result of any breach by the Recipient Party of its obligations of confidentiality to the Disclosing Party; (ii) rightfully known by or regulatory body of competent jurisdiction or, if in the reasonable opinion possession of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Recipient Party shall first where practicable have given notice prior to the disclosing date of disclosure to the Recipient Party and given by the disclosing Disclosing Party; (iii) disclosed to the Recipient Party on an unrestricted basis from a reasonable opportunity Third Party not under a duty of confidentiality to quash such order the Disclosing Party; or (iv) independently developed by the Recipient Party without access to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject use of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with Disclosing Party. Notwithstanding any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy other provision of this Agreement, Pacific Beach may disclose Confidential Information of the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] UCB relating to request Mereo information developed pursuant to diligently seek confidential treatment for terms of this Agreement for which confidential treatment to any Person with whom Pacific Beach has, or is reasonably availableproposing to enter into, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawbusiness relationship, as long as such Person has entered into a confidentiality agreement with Pacific Beach.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if 8.3.1 in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeto be disclosed pursuant to Applicable Law; provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least [*] Business Days’ notice) to the [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or take whatever action it deems necessary to obtain a protect its Confidential Information. In the event that no protective order or confidential treatment requiring other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 8.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 8.3.3 made by or on behalf of the receiving Party to a court, governmental agency, national or regional patent authority office or other appropriate body that has competent jurisdiction, as may be reasonably necessary or useful for purposes of obtaining preparing, obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement, including any Patent filings by AbbVie or Licensor; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 8.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article; 8.3.5 made by or on behalf of Mereo AbbVie or its Affiliate Affiliates or Sublicensees to an actual its or potential Sublicensee; or 10.2.5 made by their advisors, consultants, clinicians, vendors, service providers, contractors, existing or on behalf of Mereo to (a) legalprospective collaboration partners, financial and investment banking advisors and potential licensees, sublicensees, or actual sources of financing, investors or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the Exploitation of such potential the Licensed Compound, the Licensed Products, or actual investment or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8; 8.3.6 made by Licensor or its Affiliates during the Research Period to the Subcontractors listed on Schedule 3.4 or any subsequent subcontractors approved by AbbVie as may be necessary or useful in connection with Licensors performance of its obligations under the Research Plan; or 8.3.7 made by either Party to potential or actual acquirers or assignees, investment bankers, investors and lenders; provided, that are customary in such circumstances. In addition, if legally required, a copy Information disclosed shall be limited to the terms and conditions of this AgreementAgreement and such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 8 (other than with respect to the time period of such obligations of confidentiality and non-use that would apply to potential or actual investment bankers, the Subscription Deed and Parent Company Guarantee may investors or lenders (which shall however be for a period of at least [*])). [ ] = Certain confidential information contained in this document, marked by brackets, is filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] pursuant to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice Rule 406 of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions Securities Act of financial or other information to the extent confidential treatment is reasonably available under the law1933, as amended.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent that such disclosure is: 10.2.1 made in response (and only to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, extent) such disclosure is otherwise required reasonably necessary in the following instances: (i) subject to the proviso below, by laweither Party to comply with non-patent Applicable Laws (including any securities Applicable Laws or the rules of a securities exchange in a relevant jurisdiction) and with judicial process, if such disclosure is subject to an order of the court, or with written consent of the Disclosing Party; (ii) by Alexion or its Sublicensees, only as necessary in connection with the Development, Manufacture or Commercialization of Product that use or employ Licensed Intellectual Property, including labeling requirements and disclosures in connection with obtaining Regulatory Approvals, so long as the Development, Manufacture or Commercialization of Product has been and is performed in a manner that complies with the terms and conditions of Alexion’s license to such Licensed Intellectual Property and reasonable steps are taken to maintain the confidentiality of such Confidential Information even when disclosed for such purposes; (iii) by reason Alexion to [***] so long as (A) such disclosure is limited to a Product development update, (B) reasonable steps are taken to maintain the confidentiality of filing Arbutus’ Confidential Information, (C) Alexion does not share the chemical composition of a formulation in LNPs and (D) Alexion provides Arbutus with securities regulators copies of any written material provided to [***] contemporaneously with or rules of an applicable securities exchangepromptly following the delivery thereof (from which Alexion may redact information that is not Arbutus’ Confidential Information); and (iv) as provided in Section 7.6 provided, however, that the receiving Party shall first with respect to clause (i) where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency orlegally permissible, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legalthe Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, financial and investment banking advisors and potential including seeking protective orders or actual sources of financinginjunctive relief, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) consistent with Applicable Laws, the Disclosing Party shall have the right to suggest reasonable changes to the disclosure to protect its interests, and the Receiving Party shall not unreasonably refuse to include such changes in connection with disclosure obligations that arise in connection with potential financing; providedits disclosure. Notwithstanding the foregoing, however, that such persons shall be Arbutus may disclose (subject to obligations of a binding confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, agreement) the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice name of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions Licensed Target (without disclosing the name of financial or other information Alexion) to the extent confidential treatment is reasonably available required to comply with any target gatekeeping requirements under the lawany agreement with a Third Party.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 4.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving such Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving such Party shall first where practicable have given notice to the disclosing other Party and given the disclosing other Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 4.2.2. made by or on behalf of the receiving such Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 4.2.3. made by or on behalf of the receiving such Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 4.2.4. made by or on behalf of Mereo or its Affiliate such Party to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers of all or substantially all of the business to which this Agreement relates as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary substantially similar to the obligations of confidentiality and non-use of such Party pursuant to this Article 4; and 4.2.5. made by or on behalf of such Party or an Affiliate thereof to potential or actual contract manufacturers, contract research organizations and collaborators, in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that each case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information with respect to the extent confidential treatment Device; 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 obligations of confidentiality and non-use of such Party pursuant to this Article 4 (with a duration of confidentiality and non-use obligations as appropriate that is reasonably available under no less than three (3) years from the lawdate of disclosure).

Permitted Disclosures. Each Notwithstanding anything to the contrary, Seller may disclose such Confidential Information that it deems necessary or desirable to comply with any disclosure or reporting obligations set forth in the [***] Merger Agreement. In addition, each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.2.1 made by or on behalf of the receiving Party to the Governmental Entities as required in connection with any filing, application or request for Marketing Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with applicable Law; 7.2.2.2 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s outside legal counsel, such disclosure is otherwise required by lawapplicable law (including, including for clarity, any disclosure required by applicable law on xxxxxxxxxxxxxx.xxx or disclosure required by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, in which case, Section 7.2.4 shall also apply to such disclosure); provided, however, that to the extent practicable and not otherwise prohibited by applicable Law, the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issuedissued and (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the receiving Party; provided, further, 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a PatentPatent Right; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 7.2.2.4 made by the receiving Party to its or on behalf of Mereo to (a) legaltheir attorneys, financial and investment banking advisors and potential auditors, advisors, consultants, contractors, existing or actual sources of financingprospective collaboration partners, investors licensees, or acquirers or other Third Parties, as may be necessary or useful in connection with their evaluation the Exploitation of such potential the Compounds, the Products, or actual investment or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Section 7.2.2 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] to request Mereo to diligently seek confidential treatment for terms years from the date of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosure).

Permitted Disclosures. Each Receiving Party may disclose Confidential Information (other than CPI’s RC Confidential Information) disclosed to it by the Providing Party to the extent that such disclosure by the Receiving Party is: 10.2.1 made in response to 12.5.1 legally compelled by a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body authority of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangejurisdiction; provided, however, provided that the receiving Receiving Party shall first where practicable have given will provide the Providing Party with prompt notice to so that the disclosing Providing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain may seek a protective order or confidential treatment requiring other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Providing Party waives compliance in writing with the provisions of this Agreement, the Receiving Party or its representatives will furnish only that portion of the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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 (by judicial or similar process that would subject the Receiving Party or its representatives to contempt or similar penalty for failure to disclose) and will exercise the Receiving Party’s or its representatives’ best efforts to obtain reliable assurance that confidential treatment will be afforded to the Confidential Information; 12.5.2 made by the Receiving Party to any applicable Federal and State Regulatory Authority as required to file for, obtain and/or maintain regulatory approval for Generic Tussionex; provided, that the Receiving Party will provide the Providing Party with prompt notice so that the Providing Party may seek to protect its rights in response the matter as necessary; and 12.5.3 made by the Receiving Party to such a court or governmental order;arbitrator as necessary to establish or enforce its rights against the Providing Party under this Agreement; and 10.2.2 12.5.4 made by the Receiving Party or on behalf of the receiving its Representatives to a Third Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legalthe conduct of the Receiving Party’s business, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingthe exercise of the Receiving Party’s rights as contemplated by this Agreement; provided, however, that such persons Third Party shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary at least as restrictive as those contained in such circumstances. In additionthis Section 12, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission Providing Party being an express third party beneficiary of such obligations; provided, that the Receiving Party shall be responsible for indemnifying the Providing Party against any Losses (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice as defined in Section 15.1) of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions Providing Party arising out of financial or other information to the extent confidential treatment is reasonably available under Representatives’ violation of the lawconfidentiality obligations described, above.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 11.2.1 in response 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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 11.4); provided, however, that the receiving Party shall shall, unless otherwise prohibited, first where practicable have given advanced written notice (and to the extent possible, at least [***] Business Days’ notice) to the disclosing Party and given (other than with regard to disclosures to securities regulators or to comply with applicable securities law, which disclosures are covered in Section 11.4) give the disclosing Party a reasonable opportunity to quash take whatever action it deems necessary to protect its Confidential Information. In the event that no such order or to obtain a protective order or confidential treatment requiring other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 11.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 11.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining preparing, obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 11.2.4 made by or on behalf of Mereo to its or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, Affiliates’ financial and investment banking legal advisors who have a need to know such disclosing Party’s Confidential Information and potential are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or actual sources under written agreements of financingconfidentiality and non-use, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for each case, substantially similar to the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity receiving Party pursuant to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law.this Article 11;

Permitted Disclosures. 8.2.1 Each Party may disclose Confidential Information to the extent that such disclosure is:such 10.2.1 (a) made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall has first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issued; providedand provided further that if such order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order; 10.2.2 (b) made by or on behalf of the receiving Receiving Party to the a Regulatory Authorities Authority as required may be necessary or useful in connection with any filing, application or request for a Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 (c) made by or on behalf of Mereo or its Affiliate the Receiving Party to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers a patent authority as may be necessary in connection or useful for purposes of obtaining or enforcing a Patent (consistent with their evaluation the terms and conditions of such potential or actual investment or acquisition Articles 6 and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing7); provided, however, that such persons reasonable measures shall be subject taken to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek assure confidential treatment for terms of this Agreement for which confidential treatment such information, to the extent such protection is reasonably available; (d) otherwise required by law; provided, and however, that the Receiving Party shall (i) provide AstraZeneca the Disclosing Party with reasonable advance notice of the terms proposed for redactions and a reasonable an opportunity to request that Mereo make additional redactions of financial or other information comment on any such required disclosure to the extent practicable, (ii) if requested by the Disclosing Party, seek confidential treatment is with respect to any such disclosure to the extent reasonably available in accordance with applicable law, and (iii) use good faith efforts to consider the comments of the Disclosing Party in any such disclosure or request for confidential treatment; or (e) made by either Party or its Affiliates to Third Parties under the lawobligations of confidentiality as may be necessary or useful in connection with commercial activities of such Party.

Permitted Disclosures. Each Notwithstanding Clause 18.1, the receiving Party may disclose Confidential Information of a disclosing Party: 18.3.1 as permitted by and in accordance with Clause 18.6, to the extent that such disclosure is:U.S. Securities and Exchange Commission or any national securities exchange in any relevant jurisdiction (each a “securities regulator” for purposes of Clause 18.6); 10.2.1 made 18.3.2 in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction authority or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with applicable law (other than to a securities regulators or rules of an applicable securities exchangeregulator); provided, however, provided that to the extent legally permissible the receiving Party shall will first where practicable have given give written notice to the disclosing Party and given give the disclosing Party a reasonable opportunity to (i) quash any such order or to order; (ii) obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are is the subject of such order or applicable law (A) be held in confidence by such court or agency or, if disclosed, the recipient and (B) be used only for the purposes for which the order was issuedissued or as required by applicable law; and (iii) propose redactions to such Confidential Information; and provided, further, that the any Confidential Information disclosed in response to any such court order or governmental order shall applicable law will be limited to that information which is legally required or reasonably deemed to be required to be disclosed in response to such court or governmental orderthereto; 10.2.2 made 18.3.3 by or on behalf of a Partner, as the receiving Party Party, to the a Regulatory Authorities Authority, as reasonably required or useful in connection with any filing, application submission or communication with respect to the Project Vaccine; 18.3.4 to the limited extent that is required to be disclosed by a competent legal authority or which is required to be disclosed pursuant to a request for Regulatory Approvalunder the Freedom of information Act 2000, the Freedom of Information (Scotland) Act 2002, Environmental Information Regulations 2004 or Environmental Information (Scotland) Regulations 2004; providedprovided that, howeverwhere it is free to do so, that reasonable measures the receiving Party shall be taken to assure confidential treatment give notice of such information disclosure to the disclosing Party as soon as reasonably practicable; and 18.3.5 (i) in the case of CEPI, to a Regulatory Authority and to CEPI’s funders and Assessors, and (ii) in the case of a Partner as the receiving Party, (1) to any actual or potential collaborators, partners, investors, funders, lawyers, bankers, advisors, (sub)licensees, (sub)contractors or Subawardees in connection with the development, manufacture or commercialization of the Project Vaccine, or (2) otherwise to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining such Partner to exercise its rights or enforcing a Patentperform its obligations hereunder; providedprovided that, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to in each case (a(i) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; providedii)), howeverprior to any such disclosure, that such persons shall each disclosee will be subject to bound by written obligations of confidentiality confidentiality, non- disclosure and non-use with respect no less restrictive than the obligations set forth in this Clause 18; and provided, further, that the receiving Party will remain responsible for any failure by any such disclosee to treat such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of as required under this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawClause 18.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 9.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; providedprovided , howeverhowever , that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, 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; 10.2.2 9.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; providedprovided , howeverhowever , that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Lawinformation; 10.2.3 9.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, howeverhowever , that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 9.2.4 made by the receiving Party or on behalf of Mereo its Affiliates or Sublicensees to (a) legalits or their attorneys, financial and investment banking advisors and potential auditors, advisors, consultants, contractors, existing or actual sources of financingprospective collaboration partners, investors licensees, or acquirers other Third Parties as may be necessary or useful in connection with the Manufacture or Exploitation of the Licensed Compounds, the Licensed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement, or to potential or actual investors or acquirors as may be necessary or useful in connection with their evaluation of such potential or actual investment or acquisition and counsel for acquisition, or, in the foregoing and (bcase of Licensor’s disclosure to its licensee(s) in connection the Licensor Territory, to the extent necessary to fulfill Licensor’s contractual obligation under such agreement(s) with disclosure obligations such licensee(s); provided , Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that arise the Company treats as private or confidential. These redacted terms have been marked in connection this Exhibit with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than three asterisks [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law].

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 10.4.1. Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedand provided further that if a disclosure order is not quashed or a protective order is not obtained, 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; 10.2.2 made 10.4.2. Made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party filing in relation to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a PatentRegulatory Authorization; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made 10.4.3. Made by or on behalf of Mereo the receiving Party to its Sublicensees or its Affiliate or their respective Affiliates or by the receiving Party, its Sublicensees or its or their respective Affiliates to an actual its or potential Sublicensee; or 10.2.5 made by their respective attorneys, auditors, advisors, consultants, contractors, suppliers, service providers, customers, distributors, collaboration partners, licensees or on behalf of Mereo to (a) legallicensors, financial in each case whether existing or prospective, and investment banking advisors and potential or actual sources of financing, investors or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the Exploitation of such potential the Licensed Product or actual investment or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 10; provided further that are customary in each Party shall remain responsible for any failure by its Sublicensees or its or their respective Affiliates, attorneys, auditors, advisors, consultants, contractors, suppliers, service providers, customers, distributors, collaboration partners, licensees or licensors or other permitted Third Party disclosees to treat such circumstances. In additionConfidential Information as required under this Article 10 (as if such Sublicensees, if legally requiredAffiliates, a copy attorneys, auditors, advisors, consultants, contractors, suppliers, service providers, customers, distributors, collaboration partners, licensees or licensors and other permitted Third Party disclosees were Parties directly bound to the requirements of this AgreementArticle 10). 10.4.4. Made by the receiving Party to existing or potential acquirers or merger candidates; investment bankers; or existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, each of whom prior to disclosure must be bound by obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the Subscription Deed obligations of confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions and receiving Party pursuant to this Article 10; provided, however, that Lupin shall make no such disclosure to a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawSalix Competitor, without obtaining Salix’s prior consent in writing.

Permitted Disclosures. Each Party While maintaining the status of LICENSOR Confidential Information as confidential, LICENSEE may disclose Confidential such Information on a need-to-know basis: 7.3.1. which is required to be disclosed to Regulatory Authorities in connection with obtaining and maintaining the Licensed Orphan Designations and the Licensed IND or any new IND application for Licensed Product; 7.3.2. which is required to be disclosed to Regulatory Authorities in seeking, obtaining or maintaining regulatory approvals to test, manufacture, market, sell, export, label, and for Medicare or insurance reimbursement of, Licensed Product; 7.3.3. which is reasonably necessary to disclose to LICENSEE’s Affiliates and third Person contractors for purposes of developing and manufacturing Licensed Product or to disclose to Distributors as set forth in Section 2.; provided that, LICENSEE shall have executed prior to disclosure a written confidentiality agreement with the relevant Persons at least as stringent as those of this Section 7.; 7.3.4. which is disclosed to Sublicensees, prospective Sublicensees, investors, or purchasers and prospective purchasers of the business or assets of LICENSEE in the context of Section 13.1.; provided that, LICENSEE shall have executed prior to disclosure a written confidentiality agreement with the relevant Persons at least as stringent as those of this Section 7.; and 7.3.5. to the extent required by applicable law of any governmental entity that has jurisdiction over LICENSEE; on the condition that, prior to making any such legally required disclosure, LICENSEE shall give LICENSOR as much prior notice of the requirement for and contents of such disclosure is: 10.2.1 made in response as is practicable under the circumstances, LICENSEE shall consult with LICENSOR about the disclosure; LICENSEE shall use all reasonable efforts to a valid order minimize the scope of a court the disclosure and prevent any further disclosure or dissemination of competent jurisdiction or other supra-nationalConfidential Information so disclosed, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction orand, if in the reasonable opinion of the receiving Party’s legal counsellawfully able to do so, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party LICENSEE shall first where practicable have given notice to the disclosing Party and given the disclosing Party permit LICENSOR a reasonable opportunity to quash pursue legal remedies to maintain the confidentiality or limit the dissemination of such order or Confidential Information. 7.3.6. Anything to obtain a protective order or confidential treatment requiring that the contrary in this Section 7.3. notwithstanding, LICENSEE may disclose summaries of the Existing Study Data excluding Confidential Information and documents that are the subject of such order be held (unless agreed to in confidence writing by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (bLICENSOR) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect confidential presentations to such Confidential Information that are customary in such circumstances. In additionprospective investors, if legally requiredSublicensees, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (strategic partners or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawpurchasers.

Permitted Disclosures. Each Receiving Party may disclose Confidential Information disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is: 10.2.1 9.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s 's legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeApplicable Law; provided, however, provided that the receiving Receiving Party shall first where practicable have given notice notice, to the disclosing extent legally permitted, to the Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedand provided further that if a disclosure order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to the information that information which is legally required to be disclosed in response to such court or governmental order; 10.2.2 9.2.2 made by or on behalf of the receiving Receiving Party to the a Regulatory Authorities Authority as required in connection with any filing, application or request for Regulatory Approval; provided, however, provided that reasonable measures shall be taken to assure obtain confidential treatment of such information to the extent practicable and consistent with Applicable Lawinformation; 10.2.3 9.2.3 with respect to this Agreement, made by or the parent company of AEZS by filing this Agreement with the Canadian securities regulatory authorities and/or the U.S. Securities and Exchange Commission on behalf of a non-confidential basis for the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining complying with its disclosure obligations under applicable securities laws and regulations; or 9.2.4 made by the Receiving Party as necessary to file or enforcing a Patentprosecute Patent applications pursuant to Section 7.4 or Section 7.5, as applicable, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement; provided, however, provided that reasonable measures shall be taken to assure obtain confidential treatment of such information, to the extent such protection is available; 10.2.4 9.2.5 made by or on behalf of Mereo or its Affiliate the Receiving Party to an actual or potential Sublicenseeprospective acquirers, merger candidates, investors, sublicensees, consultants, agents, subcontractors (and to its and their respective Affiliates, representatives and financing sources); or 10.2.5 made by or on behalf of Mereo provided that each such Third Party to whom information is disclosed shall (ai) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to reasonable obligations of confidentiality confidentiality, (ii) be informed of the confidential nature of the Confidential Information so disclosed, and non-use with respect (iii) agree to hold such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] subject to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawthereof.

Permitted Disclosures. Each Receiving Party may disclose Confidential Information disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is: 10.2.1 made 9.2.1. to its or its Affiliates’ employees or agents who require access thereto for the performance of the Receiving Party’s obligations or the exercise of its rights under this Agreement and who are under written obligations of confidentiality and non-use that are substantially similar to the Receiving Party’s obligations hereunder; 9.2.2. necessary to comply with Applicable Law including disclosure that a Party is compelled to make in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or(including prosecution or defense of litigation) if, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing necessary for such compliance with securities regulators or rules of an applicable securities exchangeApplicable Law; provided, however, provided that the receiving Receiving Party shall first where practicable have given notice notice, to the disclosing extent legally permitted, to the Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if a disclosure order is not quashed or a protective order is not obtained, then the Confidential Information disclosed in response to such court or governmental order shall be limited to the information that information which is legally required to be disclosed in response to such court or governmental order; 10.2.2 9.2.3. necessary to comply with the rules and regulations of the U.S. Securities and Exchange Commission or any other securities exchange in any jurisdiction in the Territory) applicable to a Party (each, a “Securities Regulator”), which disclosure is, in the reasonable opinion of the Receiving Party’s counsel, necessary for such compliance with the requirements of such securities exchange, provided that the Party making the disclosure gives the other Party advance notice, to the extent practicable, pursuant to Section 9.4, and in connection therewith, each Party acknowledges and agrees that the other Party may submit this Agreement to, or file this Agreement with, such Securities Regulators, provided that if a Party intends to submit this Agreement to, or intends to file this Agreement with, any Securities Regulator, such Party agrees to engage in a reasonable consultation, on not less than [***] advance notice (further provided that such advance notice shall be [***] during the [***]), with the other Party with respect to the preparation and submission of a confidential treatment request for this Agreement to be disclosed to such Securities Regulator; 9.2.4. in the case of Licensee, made by or on behalf of the receiving Receiving Party to the a Regulatory Authorities Authority as required in connection with any filing, application or request for Regulatory Market Approval; provided, howeveror made to a Third Party in connection with the Development, Manufacture or Commercialization of Licensed Products or Licensee’s exercise of its rights or performance of its obligations hereunder, provided that reasonable measures shall be taken to assure confidential treatment such Third Party signs an agreement that contains obligations of such information confidentiality that are substantially similar to the extent practicable and consistent with Applicable LawReceiving Party’s obligations hereunder; 10.2.3 9.2.5. made by or on behalf of the receiving Receiving Party to a patent authority as may be reasonably necessary file or useful for purposes of obtaining prosecute Patent applications, prosecute or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is availabledefend litigation or otherwise establish rights or enforce obligations under this Agreement; 10.2.4 9.2.6. made by or on behalf of Mereo or its Affiliate the Receiving Party to an actual or potential Sublicenseeprospective acquirers, merger candidates, or, with respect to Sanofi as the Receiving Party, investors in connection with a Monetization or, with respect to Licensee as the Receiving Party, actual or prospective investors and Sublicensees (and to its and their respective Affiliates, representatives and financing sources); or 10.2.5 made by or on behalf of Mereo to provided that (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of each such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations Third Party signs an agreement that arise in connection with potential financing; provided, however, that such persons shall be subject to contains obligations of confidentiality and non-use with respect to such Confidential Information that are customary in substantially similar to the Receiving Party’s obligations hereunder (except that the obligations under such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee agreement may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than terminate [***] to request Mereo to diligently seek confidential treatment for terms after disclosure of this Agreement for which confidential treatment is reasonably availablethe relevant information), and (b) each such Third Party to whom information is disclosed shall provide AstraZeneca reasonable advance notice (i) be informed of the terms proposed for redactions confidential nature of the Confidential Information so disclosed and a reasonable opportunity (ii) agree to request that Mereo make additional redactions of financial or other information hold such Confidential Information subject to the extent confidential treatment is reasonably available under the lawterms thereof.

Permitted Disclosures. Each Party may disclose the Confidential Information to any of the extent following parties, provided that such disclosure isParty remains liable for any violations by such recipients: 10.2.1 made in response to a valid order (A) Any Representative or Affiliate of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving such Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving . Each Party shall first where practicable have given notice ensure that all Persons to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that whom the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information is 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; 10.2.2 made by or on behalf of the receiving Party under this Agreement keep such Confidential Information confidential and do not disclose or divulge the Confidential Information to any unauthorized Person in each case in accordance with this Agreement. Nothing contained in this Agreement shall limit or be construed as limiting the Regulatory Authorities right of any Party to disclose the Tax treatment or Tax structure of the Transactions so that such transaction would be treated as required a confidential transaction as described in Treasury Regulation Section 1.6011-4(b)(3). (B) Any bank or financial institution or party providing funding from whom such Party is seeking or obtaining financing in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information this Agreement. (C) To the applicable authority to the extent practicable required by any applicable statute or the requirements of any recognized stock exchange in compliance with its rules and consistent with Applicable Law; 10.2.3 made by or on behalf regulations, and the Party required to disclose such Confidential Information shall furnish, and shall ensure that any other required Person disclosing such Confidential Information shall furnish, only that portion of the receiving Confidential Information which, in the reasonable opinion of the Party disclosing the Confidential Information, is required to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of disclosed. (D) To any Governmental Authority lawfully requesting such information, and the Party required to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to disclose such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably availablefurnish, and shall provide AstraZeneca reasonable advance notice ensure that any other required Person disclosing such Confidential Information shall furnish, only that portion of the terms proposed for redactions and a Confidential Information which, in the reasonable opportunity opinion of the Party disclosing the Confidential Information, is required to request that Mereo make additional redactions be disclosed. (E) To any court of financial or other information to the extent confidential treatment is reasonably available under the lawcompetent jurisdiction acting in pursuance of its powers.

Permitted Disclosures. Each Party party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made (a) Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of a country or any political subdivision thereof of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangejurisdiction; provided, however, that the receiving Party party shall first where practicable have given notice to the disclosing Party party and given the disclosing Party party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and and/or documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedand provided further that if a disclosure order is not quashed or a protective order is not obtained, 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 such response to such court or governmental order; 10.2.2 made (b) Otherwise required by or on behalf law, in the opinion of legal counsel to the receiving party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing party, which shall be provided to the disclosing party at least two (2) business days prior to the receiving party’s disclosure of the Confidential Information pursuant to this Section 6.2(b); (c) Made by the receiving Party party to the Regulatory Authorities as required in connection with any filing, application or request applications for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to Approvals for the extent practicable and consistent with Applicable Law; 10.2.3 made by Licensed Compound or on behalf of the receiving Party to a patent authority as may be reasonably necessary Licensed Product or useful for purposes of obtaining or enforcing a Patentany Improvements thereof; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made (d) Made by or on behalf of Mereo the receiving party to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers Third Parties as may be necessary in connection with their evaluation the development and commercialization of such potential the Licensed Compound or actual investment or acquisition the Licensed Product as contemplated by this Agreement, including, without limitation, subcontracting and counsel for the foregoing and (b) sublicensing transactions in connection with disclosure obligations that arise in connection with potential financingtherewith; provided, however, that such persons the receiving party in question shall in each case obtain from the proposed Third Party recipient a written confidentiality undertaking containing confidentiality obligations no less onerous than those set forth in this Article VI; provided further that, notwithstanding anything to the contrary in this Article VI, Myriad shall have the right to disclose any Regulatory Documentation relating to the Licensed Compound or the Licensed Product to qualified medical professionals for the purpose of advertising and promotion and conducting medical education initiatives reasonably designed to increase Net Sales of the Licensed Product and; provided further that Licensor shall have the right to disclose Confidential Information which relates directly to the Licensed Products, Licensed Compound, Licensor Patents, or payments owing hereunder to LLUMC to the extent LLUMC would be subject obligated to obligations of confidentiality and non-use with respect to hold such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available confidence under the lawLLUMC License Agreement.

Permitted Disclosures. Each Notwithstanding the provisions of Section 8.1 or Section 8.2, the Receiving Party may disclose Confidential Information of the Disclosing Party, and Arena may disclose and use Product Information, as expressly permitted by this Agreement or if and to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required reasonably necessary or useful in the following instances: (a) the performance by law, including the Receiving Party of its obligations or exercise of its rights as contemplated by reason of filing with securities regulators or rules of an applicable securities exchangethis Agreement; provided, howeverthat wherever reasonable and practicable in the circumstances the recipient of any such Confidential Information shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 8; (b) filing or prosecuting Patents as permitted by this Agreement; (c) seeking, obtaining or maintaining any Regulatory Approval as permitted by this Agreement; provided, that the receiving Receiving Party shall first take reasonable measures to assure confidential treatment of such Confidential Information, to the extent such treatment is available; (d) prosecuting or defending litigation with respect to a Party or its Affiliates, and (i) with respect to Arena, the Arena ex-Territory Distributors, and (ii) with respect to Eisai, Sub-distributors and Co-Promotion Partners, as permitted by this Agreement; (e) complying with Applicable Laws; (f) 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 marketing, distribution or supply agreement with, or license to, or collaboration with such Third Party (including as to Arena a potential Arena ex-Territory Distributor and as to Eisai a potential Sub-distributor) or a potential merger or acquisition by such Third Party, or in connection with performance of any such license, collaboration or merger agreement, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by obligations of confidentiality and non-use substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 8; (g) with respect to Arena, disclosure of any Eisai Know-How as necessary or reasonable in connection with the use of such Eisai Know-How outside the Territory by Arena, its Affiliates and the Arena ex-Territory Distributors as agreed to by the Parties pursuant to Section 5.8; provided, that wherever reasonable and practicable in the circumstances the recipient of any such Confidential Information shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 8; (h) with respect to Eisai, disclosure of any Program Know-How in connection with the exercise of its rights under Section 5.7(b); and (i) with respect to Arena, disclosure of any Product Information to Arena ex-Territory Distributors to the extent reasonably necessary or useful for the development of Compound Products and Related Products for outside the Territory or the commercialization of Compound Products and Related Products outside the Territory; provided, that wherever reasonable and practicable in the circumstances the recipient of any such Confidential Information shall be subject to reasonable and customary obligations of confidentiality with respect to such Confidential Information. Notwithstanding the foregoing, in the event the Receiving Party or a Recipient is required to make a disclosure of the Disclosing Party’s Confidential Information pursuant to Section 8.4(d) or Section 8.4(e) to comply with a subpoena or other legal order, it shall, except where practicable have given impracticable, give reasonable advance notice to the disclosing Disclosing Party of such disclosure and given give the disclosing Disclosing Party a reasonable opportunity to quash such subpoena or order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such subpoena or order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the such subpoena or order was issued; and provided, further, that if such subpoena or order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court subpoena or governmental order shall be limited to the Disclosing Party’s Confidential Information that information which is legally required to be disclosed in response to such court subpoena or governmental order; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures order and shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall still be subject to obligations of confidentiality and non-the restrictions on use with respect to such Confidential Information that are customary set forth in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawArticle 8.

Permitted Disclosures. Each The receiving Party may disclose disclosing Party’s Confidential Information to the extent that such disclosure is: 10.2.1 made 9.3.1 in response 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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 9.5)); provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least […***…] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity opportunity, at its own cost and expense, to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). If no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided, that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article; 9.3.5 made by or on behalf of Mereo AbbVie or its Affiliate Affiliates or Sublicensees to an actual its or potential Sublicensee; or 10.2.5 made by their advisors, consultants, clinicians, vendors, service providers, contractors, existing or on behalf of Mereo to (a) legalprospective collaboration partners, financial and investment banking advisors and potential licensees, sublicensees, or actual sources of financing, investors or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the Exploitation of such potential the Licensed Compound, the Licensed Products, or actual investment or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise in connection with potential financingor exercise of its rights as contemplated by this Agreement; provided, howeverthat such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that is no less than […***…] years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); 9.3.6 made by Ablynx or its Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like to the extent necessary in assisting with Ablynx’s activities contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Ablynx pursuant to this Article 9 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than […***…] to request Mereo to diligently seek confidential treatment from the date of disclosure); or 9.3.7 as provided for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawin Section 10.2.18.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response (a) Made pursuant to a valid and effective subpoena or order of issued by a court of competent jurisdiction or other legal process or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason provided that it shall (i) immediately notify the other Party that it is subject to such legally required disclosure, (ii) consult with the other Party on the advisability of filing with securities regulators taking legally available steps to resist or rules of an applicable securities exchange; providednarrow such compelled disclosure, however(iii) reasonably assist the other Party, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or at its request, in its efforts to obtain a an appropriate protective order or other reliable assurance that confidential treatment requiring that shall be accorded to the Confidential Information Information, to the extent such assistance is commercially reasonable, and documents that are (iv) limit disclosure to the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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 its legal counsel advises must be disclosed in response to such court or governmental order;comply with the legal requirement. 10.2.2 made (b) Made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application filing in relation to a Regulatory Approval or request for Regulatory Approvalthe prosecution or maintenance of any patent; provided, however, that reasonable measures shall be taken taken, to the extent available, to assure confidential treatment of such information and that where a receiving Party intends to disclose Confidential Information of the disclosing Party in relation to the extent practicable and consistent with Applicable Law;prosecution or maintenance of any patent, notice be provided to the disclosing Party prior to disclosure by the receiving Party. 10.2.3 made (c) 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 claims that it may have against the other Party or enforcing a Patentits Affiliates, whether under this Agreement or otherwise; provided, however, that reasonable measures shall be taken taken, to the extent available, to assure confidential treatment of such information, to . (d) Made by the extent such protection is available; 10.2.4 made by or on behalf of Mereo receiving Party or its Affiliate Affiliates or Sublicensees to an actual its or potential Sublicensee; or 10.2.5 made by their respective attorneys, auditors, advisors, consultants, licensees, Sublicensees and Manufacturers, or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary or useful in connection with their evaluation the performance of such potential its obligations or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingexercise of its rights as contemplated by this Agreement; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 10 and the disclosing Party shall cause each such Person to sign a standard non-disclosure agreement of the type that are customary in the disclosing Party requires unaffiliated third parties to sign prior to disclosing its own confidential and proprietary information; provided further that each Party shall remain responsible for any failure by its Affiliates or Sublicensees or its or their respective attorneys, auditors, advisors, consultants or Manufacturers to treat such circumstances. In additionConfidential Information as required under this ARTICLE 10 (as if such Affiliates, if legally requiredSublicensees, a copy licensees, attorneys, auditors, advisors, consultants or Manufacturers, were Parties directly bound to the requirements of this Agreement, ARTICLE 10). (e) Made by the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than receiving Party to [***] ], each of whom prior to request Mereo disclosure must be bound by obligations of confidentiality and non-use with respect to diligently seek confidential treatment for terms such Confidential Information substantially similar to the obligations of this Agreement for which confidential treatment is reasonably available, confidentiality and shall provide AstraZeneca reasonable advance notice non-use of the terms proposed for redactions and a reasonable opportunity receiving Party pursuant to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawthis ARTICLE 10.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 9.3.1 in response 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 or local governmental or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 9.5); provided, however, provided that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or take whatever action it deems necessary to obtain a protect its Confidential Information. In the event that no protective order or confidential treatment requiring other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval of a Licensed Product in accordance with the terms of this Agreement; provided, however, provided that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 9.3.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or reasonably useful for purposes of obtaining preparing, obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, provided that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 9.3.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and - 52 – non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article; 9.3.5 made by or on behalf of Mereo the receiving Party or its Affiliate Affiliates to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, provided that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9; 9.3.6 made by AbbVie or its Affiliates or Sublicensees to its or their 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 such circumstances. In additionconnection with the Exploitation of the Licensed Compound, if legally requiredthe Licensed Products, a copy or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of AbbVie pursuant to this Article 9; or 9.3.7 made by Harpoon or its Affiliates after receiving advanced approval from AbbVie, the Subscription Deed and Parent Company Guarantee to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or other Third Parties as may be filed by Mereo necessary or useful in connection with the U.S. Securities performance of their obligations or exercise of their rights as contemplated by this Agreement; provided that such Persons shall be subject to obligations of confidentiality and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period use with respect to such Confidential Information of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information AbbVie substantially similar to the extent confidential treatment is reasonably available under obligations of confidentiality and non-use of Harpoon pursuant to this Article 9; provided, further, that the lawadvanced approval requirement set forth in this Section 9.3.7 shall not apply to Third Party Providers approved by AbbVie pursuant to Section 3.7.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeApplicable Law; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the any Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; , provided, however, that reasonable measures prior notice of such disclosure shall be taken provided to assure confidential treatment of such information the other Party and reasonable measures, to the extent practicable available and consistent after consultation with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; providedother Party, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is availableincluding requests for redaction of confidential terms of this Agreement; 10.2.4 10.2.3 made by or on behalf of Mereo either Party or its Affiliate Affiliates to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers Third Parties as may be necessary or useful in connection with their evaluation the Exploitation of such potential the Licensed Product (to the extent permitted or actual investment contemplated hereunder) or acquisition and counsel for the foregoing and (b) otherwise in connection with disclosure the performance of its obligations that arise or exercise of its rights as contemplated by this Agreement, including subcontracting transactions in connection with potential financingtherewith; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information comparable to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 10; or 10.2.4 made under confidentiality undertakings to any potential acquirer, merger partner, or potential providers of equity or debt financing and their advisors, provided that are customary such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information comparable to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 10. 10.2.5 made to a Patent Office in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo connection with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period pursuit of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law.patent protection over an Improvement;

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 8.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 8.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval made by or on behalf of a Party or any of its Affiliates or sublicenses (including Sublicensees) consistent with the terms and conditions of this Agreement (which filing, application or request by or on behalf of Licensee, its Affiliates or Sublicensees shall be solely to a Regulatory Authority in the Territory); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 8.2.3 subject to Section 7.3 (Enforcement and Defense of Patents), made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a PatentPatent in a manner consistent with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 8.2.4 made by or on behalf of Mereo or its Affiliate the receiving Party to an (i) actual or bona fide potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers or other Third Party transactional parties (and to each of their respective bankers, lawyers, accountants and agents), as may be necessary in connection with their evaluation of such potential or actual investment or acquisition acquisition, or (ii) its actual or bona fide potential (sub)licensees, subcontractors, contract research organizations, academic collaborators or other similar Third Parties (and counsel for the foregoing to each of their respective bankers, lawyers, accountants and (bagents) as may be necessary in connection with disclosure obligations that arise in connection with potential financingthe exercise of such Party’s rights hereunder; provided, however, that such persons Third Parties shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy substantially similar to the obligations of this Agreement, the Subscription Deed confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions receiving Party pursuant to this Section 8.2 (Permitted Disclosures) (with a duration of confidentiality and a reasonable opportunity to request non-use obligations as appropriate that Mereo make additional redactions is no less than five years from the date of financial disclosure); or 8.2.5 made by or other information to on behalf of the extent confidential treatment is reasonably available under the lawreceiving Party in accordance with Section 8.7 (Scientific Publications).

Permitted Disclosures. Each Notwithstanding Clause 18.1, the receiving Party may disclose Confidential Information of a disclosing Party: 18.3.1 as permitted by and in accordance with Clause 18.6, to the extent that such disclosure is:U.S. Securities and Exchange Commission or any national securities exchange in any relevant jurisdiction (each a “securities regulator” for purposes of Clause 18.6); 10.2.1 made 18.3.2 in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction authority or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with applicable law (other than to a securities regulators or rules of an applicable securities exchangeregulator); provided, however, provided that to the extent legally permissible the receiving Party shall will first where practicable have given give written notice to the disclosing Party and given give the disclosing Party a reasonable opportunity to (i) quash any such order or to order; (ii) obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are is the subject of such order or applicable law (A) be held in confidence by such court or agency or, if disclosed, the recipient and (B) be used only for the purposes for which the order was issuedissued or as required by applicable law; and (iii) propose redactions to such Confidential Information; and provided, further, that the any Confidential Information disclosed in response to any such court order or governmental order shall applicable law will be limited to that information which is legally required or reasonably deemed to be required to be disclosed in response to such court or governmental orderthereto; 10.2.2 made 18.3.3 by or on behalf of a Partner, as the receiving Party Party, to the a Regulatory Authorities Authority, as reasonably required or useful in connection with any filing, application submission or communication with respect to the Project Vaccine; 18.3.4 to the limited extent that is required to be disclosed by a competent legal authority or which is required to be disclosed pursuant to a request for Regulatory Approvalunder the Freedom of Sensitivity: Official Use information Act 2000, the Freedom of Information (Scotland) Act 2002, Environmental Information Regulations 2004 or Environmental Information (Scotland) Regulations 2004; providedprovided that, howeverwhere it is free to do so, that reasonable measures the receiving Party shall be taken to assure confidential treatment give notice of such information disclosure to the disclosing Party as soon as reasonably practicable; and 18.3.5 (i) in the case of CEPI, to a Regulatory Authority and to CEPI’s funders and Assessors, and (ii) in the case of a Partner as the receiving Party, (1) to any actual or potential collaborators, partners, investors, funders, lawyers, bankers, advisors, (sub)licensees, (sub)contractors or Subawardees in connection with the development, manufacture or commercialization of the Project Vaccine, or (2) otherwise to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining such Partner to exercise its rights or enforcing a Patentperform its obligations hereunder; providedprovided that, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to in each case (a(i) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; providedii)), howeverprior to any such disclosure, that such persons shall each disclosee will be subject to bound by written obligations of confidentiality confidentiality, non- disclosure and non-use with respect no less restrictive than the obligations set forth in this Clause 18; and provided, further, that the receiving Party will remain responsible for any failure by any such disclosee to treat such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of as required under this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawClause 18.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party Party, to the extent practicable and legally permissible, shall first where practicable have given prompt written notice (and to the extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is sought or obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 7.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.3 made to its (actual or potential) Sublicensees, other Persons who have been granted rights to Exploit Products in accordance with this Agreement, acquirers, financing sources, investors or permitted assignees under Section 11.3 and to their financial and legal advisors who have a need to know such Confidential Information in connection with any such sublicense, financing, investment, acquisition or assignment; provided that any such recipient of such Confidential Information agrees to be bound by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patentconfidentiality and non-use restrictions contemplated hereby; provided, however, further that reasonable measures the Party making such disclosure shall be taken remain responsible for any failure by any such Person to assure confidential treatment of treat such information, Confidential Information as required under this Article 7. 7.2.4 made to the extent such protection is available; 10.2.4 made by or on behalf of Mereo its or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, Affiliates’ financial and investment banking legal advisors who have a need to know such Confidential Information, and potential in the case of Lightlake, any Person who holds or actual sources will hold in the future any interest in any of financingLightlake’s products, investors or acquirers as may be necessary and, in connection with their evaluation each case, are either under professional codes of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject conduct giving rise to obligations 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; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors and other Persons contemplated by this Section 7.2.4, to treat such Confidential Information as required under this Article 7. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo certain portions hereof denoted with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [“*** REDACTED ***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the law.”

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 14.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issued; providedand provided further that if such order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order; 10.2.2 14.2.2 made by or on behalf of the receiving Receiving Party to the Regulatory Authorities a Health Authority as required may be necessary or useful in connection with any filing, application or request for Regulatory a Health Registration Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 14.2.3 made by or on behalf of Mereo or its Affiliate the Receiving Party to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers a patent authority as may be necessary in connection or useful for purposes of obtaining or enforcing a Patent (consistent with their evaluation the terms and conditions of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingArticle 19); provided, however, that such persons reasonable measures shall be subject taken to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek assure confidential treatment for terms of this Agreement for which confidential treatment such information, to the extent such protection is reasonably available; 14.2.4 otherwise required by law; provided, and however, that the Receiving Party shall (a) provide AstraZeneca the Disclosing Party with reasonable advance notice of the terms proposed for redactions and a reasonable an opportunity to request that Mereo make additional redactions of financial or other information comment on any such required disclosure to the extent practicable, (b) if requested by the Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in any such disclosure or request for confidential treatment; or CONFIDENTIAL TREATMENT REQUESTED 14.2.5 made by AstraZeneca or its Affiliates, Distributors or Sublicensees to Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Compounds, the Licensed Products or Improvements as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith. Notwithstanding the foregoing, in the event that either Party is required by Applicable Law or the requirements of a national securities exchange or another similar regulatory body to disclose this Agreement, in whole or in part, the Parties shall reasonably available under agree on a redacted version of this Agreement as necessary to protect the lawConfidential Information of the Parties prior to making such disclosure.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 4.2.1 Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangejurisdiction; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and and, insofar as permitted by applicable law, given the disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedand provided further that if a disclosure order is not quashed or a protective order is not obtained, 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; 10.2.2 made 4.2.2 Otherwise required by or on behalf law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) Business Days prior to the receiving Party’s disclosure of the Confidential Information pursuant to this Section 4.2.2; 4.2.3 Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Lawinformation; 10.2.3 made 4.2.4 Made by Emergent to existing or on behalf of the receiving Party to a patent authority as may be reasonably necessary potential acquirers or useful merger candidates; existing or potential pharmaceutical collaborators; investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall each of whom prior to disclosure must be subject to bound by obligations of confidentiality and non-use with respect at least equivalent in scope to such Confidential Information that are customary those set forth in such circumstances. In addition, if legally required, a copy of this Agreement, Article IV; or 4.2.5 Made by HPA to potential investors in any spin-off entity to which HPA intends to transfer its business relating to the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission Development Program (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice as defined in each of the terms proposed for redactions BT Development Agreement and a reasonable opportunity the rBOT Development Agreement) and the Exploitation of Licensed Products (as defined in each of the BT License Agreement and the rBOT License Agreement) and HPA Products (as defined in each of the BT License Agreement and the rBOT License Agreement), each of whom prior to request that Mereo make additional redactions disclosure must be bound by obligations of financial or other information confidentiality and non-use at least equivalent in scope to the extent confidential treatment is reasonably available under the lawthose set forth in this Article IV.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:: Confidential Treatment – Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issued; providedand provided further that if such order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order; 10.2.2 made by or on behalf of the receiving Receiving Party to the Regulatory Authorities a Health Authority as required may be necessary or reasonably useful in connection with any filing, application or request for Regulatory a Health Registration Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information information, to the extent practicable and consistent with Applicable Lawsuch protection is available; 10.2.3 made by or on behalf of the receiving Receiving Party to a patent authority as may be reasonably necessary or reasonably useful for purposes of obtaining or enforcing a PatentPatent (consistent with the terms and conditions of Article 15); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (b) if requested by the Disclosing Party, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the Disclosing Party in any such disclosure or on behalf of Mereo or its Affiliate to an actual or potential Sublicenseerequest for confidential treatment; or 10.2.5 made by either Party or on behalf of Mereo its Affiliates or Sublicensees to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers Third Parties as may be necessary or reasonably useful in connection with their evaluation the Exploitation or Manufacture of such potential the Compounds or actual investment the Licensed Products as contemplated by this Agreement, including permitted subcontracting or acquisition and counsel for the foregoing and (b) sublicensing transactions in connection with disclosure obligations that arise in connection with potential financing; provided, however, that therewith provided all such persons shall be disclosures are subject to obligations of confidentiality substantially similar to the terms set out in this Article 10. Confidential Treatment – Asterisked material has been omitted and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo separately with the U.S. Securities and Exchange Commission (pursuant to a request for confidential treatment. Notwithstanding the foregoing, in the event that either Party is required by Applicable Law or relevant ex-U.S. counterpart). In that casethe requirements of a national securities exchange or another similar regulatory body to disclose this Agreement, Mereo in whole or in part, the Parties shall notify AstraZeneca and provide AstraZeneca reasonably agree on a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms redacted version of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice as necessary to protect the Confidential Information of the terms proposed for redactions and a reasonable opportunity Parties prior to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawmaking such disclosure.

Permitted Disclosures. Each Notwithstanding the obligations set forth in Section 10.1, a Party may disclose the other Party’s Confidential Information (including this Agreement and the terms herein) to the extent that such disclosure isextent: 10.2.1 made in response (a) such disclosure: (1) is to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial patent authority and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only reasonably necessary for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application prosecuting, defending or request for Regulatory Approval; providedenforcing Patent Rights as contemplated by, howeverand in accordance with the terms of, Article XI, provided that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable applicable Law; 10.2.3 made by ; or on behalf of the receiving Party (2) is to a patent authority as may be Regulatory Authority and is reasonably necessary in connection with Regulatory Filings for, the Development or useful for purposes Commercialization of, or the conduct of obtaining or enforcing a Patent; providedMedical Affairs Activities in respect of, howeverCollaboration Products in the Field consistent with this Agreement, provided that reasonable measures shall be taken to assure confidential treatment of such information, Confidential Information to the extent such protection is availablepracticable and consistent with applicable Law; 10.2.4 made by (b) such disclosure is reasonably necessary: (1) to its and its Affiliates’, employees, contractors, consultants, advisors, clinicians, vendors, service providers and existing 51 or on behalf prospective Sublicensees and licensees in connection with the exercise of Mereo its rights or the performance of its Affiliate obligations under this Agreement; (2) to an such Party’s directors, officers, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party relating to this Agreement; or (3) to actual or potential Sublicenseeinvestors or acquirers of such Party solely for the purpose of evaluating or carrying out a bona fide investment in or acquisition of such Party; provided that in each case, (1), (2) and (3), such Person(s) to whom disclosure is made under this Section 10.3(b) shall be bound in writing prior to disclosure by confidentiality and non-use obligations substantially consistent with those contained in the Agreement (other than investors, who must be bound in writing prior to disclosure by commercially reasonable obligations of confidentiality and non-use); provided, further, that the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 10.3(b) to treat such Confidential Information as required under this Article 10; (c) subject to Section 10.10, such disclosure is required by applicable Law, rules of a securities exchange or judicial or administrative process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is so required; provided that in such event such Party (to the extent legally permissible) shall promptly inform the other Party of such required disclosure and use reasonable efforts to provide the other Party an opportunity to challenge or limit the disclosure obligations; provided, further, that Confidential Information disclosed shall be limited to that information which is required under the relevant applicable Law, rule, judicial or administrative process or court or governmental order. Confidential Information that is so disclosed shall remain otherwise subject to the confidentiality and non-use provisions of this Article X, provided that the Party disclosing Confidential Information in such situation shall use reasonable efforts, including seeking confidential treatment or a protective order, to seek and obtain continued confidential treatment of such Confidential Information; (d) is reasonably necessary for prosecuting or defending litigation or in establishing rights (whether through declaratory actions or other legal proceedings) or enforcing obligations under this Agreement; (e) such disclosure is required by the terms of the [***] Agreement to be disclosed to [***] to satisfy Seres’ obligations to report such required information, provided that [***] is bound in writing prior to disclosure by obligations of confidentiality and non-use; or 10.2.5 made by (f) subject to Sections 10.5 and 10.6, to relevant academics or on behalf of Mereo healthcare professionals who are deemed to (a) legalbe “opinion leaders” in order to promote, financial and investment banking advisors and potential or actual sources of financingraise awareness of, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingany Collaboration Product; provided, however, that the dedicated Publications Working Group pursuant to Section 3.3(b)(ii) has approved such persons shall be subject disclosure and provided, further, that, prior to such disclosure, the relevant opinion leader is bound by written obligations of confidentiality and non-use with respect to such Confidential Information that are customary no less restrictive than the obligations set forth in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawArticle 10.

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is: 10.2.1 6.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body Governmental Authority of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law, including by reason of filing with securities regulators or the rules of a stock exchange on which the securities of the Receiving Party are listed (or to which an applicable securities exchangeapplication for listing has been submitted); provided, however, that before any such disclosure, the receiving Receiving Party shall first where practicable have given notice to notify the disclosing Disclosing Party and given provide the disclosing Disclosing Party a reasonable opportunity (i) to narrow the scope of disclosure, or (ii) to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issuedissued or such disclosure was required by Applicable Law; and provided, further, that the Confidential Information disclosed in response to such court Governmental Authority order or governmental order Applicable Law shall be limited to that information which is legally required to be disclosed in response to such court Governmental Authority order or governmental orderby such Applicable Law; 10.2.2 6.2.2. made by or on behalf of the receiving Receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 6.2.3. made by or on behalf of the receiving Receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 6.2.4. made by or on behalf of Mereo the Receiving Party, in connection with its performance of its obligations or exercise of its Affiliate to an actual or potential Sublicenseerights under this Agreement; or 10.2.5 6.2.5. made by or on behalf of Mereo the Receiving Party to (a) legal, financial and investment banking advisors and potential or actual sources of financinginvestors, investors collaboration partners or acquirers as may be necessary in connection with their evaluation of such potential or actual investment investment, collaboration or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; 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 obligations of confidentiality and non-use of the Receiving Party pursuant to this Article 6 (with a duration of confidentiality and non-use obligations as appropriate that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] to request Mereo to diligently seek confidential treatment for terms from the date of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosure).

Permitted Disclosures. Each Notwithstanding anything to the contrary, Seller may disclose such Confidential Information that it deems necessary or desirable to comply with any disclosure or reporting obligations set forth in the Related Agreements, provided that each recipient is subject to written obligations of confidentiality and non-use with respect to such Confidential Information. In addition, each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.1 made by or on behalf of Buyer to the Governmental Entities as required in connection with any filing, application or request for Regulatory Approval of a Product; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with applicable Law; 7.2.2 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawapplicable Law (including, including for clarity, any disclosure required by applicable Law on xxxxxxxxxxxxxx.xxx or disclosure required by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, in which case, Section 7.4 shall also apply to such disclosure); provided, however, that to the extent practicable and not otherwise prohibited by applicable Law, the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party (a) a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issuedissued and (b) a right to review and comment upon such disclosure, which comments shall be considered in good faith by the receiving Party; provided, further, 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; 10.2.2 7.2.3 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application Buyer or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party Seller to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patentan Assigned Patent Right (in the case of Buyer) or [***] (in the case of Seller); provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 7.2.4 made by or on behalf of Mereo to (a) legalby the receiving Party to its or its Affiliates’ attorneys, financial and investment banking advisors and potential auditors, advisors, consultants, contractors, existing or actual sources of financingprospective acquirers, investors or acquirers as may be necessary or useful in connection with their evaluation the performance of such potential its obligations or actual investment exercise of its rights as contemplated by this Agreement, or acquisition and counsel for the foregoing and (b) by Buyer to existing or prospective collaboration partners, licensees, or other Third Parties, as may be necessary or useful in connection with disclosure obligations that arise in connection with potential financingthe research, development, making, having made, using, selling, offering for sale, and importing or other exploitation of the Program Molecules or the Products; provided, however, that in each case (a) and (b) such persons shall be subject to written obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy substantially similar to the obligations of this Agreement, the Subscription Deed confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions receiving Party pursuant to this Article 7 (with a duration of confidentiality and a reasonable opportunity to request non-use obligations as appropriate that Mereo make additional redactions is no less than ten (10) years from the date of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosure).

Permitted Disclosures. Each (i) In the event that Receiving Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to or its Affiliates or any of its or its Affiliates’ Representatives are requested by a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory authority or required by Applicable Law (as reasonably determined by the Disclosing Party after consulting with legal counsel), legal process, or the regulations of a stock exchange or governmental or regulatory authority or by the order or ruling of a court, administrative agency or other government body of competent jurisdiction orto disclose any Confidential Information, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a promptly, and, in any event, use reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject efforts to, promptly upon learning of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationrequirement, to the extent permitted by Applicable Law, notify Disclosing Party in writing of such protection requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if Disclosing Party seeks such an order or other remedy, Receiving Party will provide such cooperation, at Disclosing Party’s expense, as Disclosing Party shall reasonably request). If no such protective order or other remedy is available; 10.2.4 made by or on behalf of Mereo obtained and Receiving Party or its Affiliate Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to an actual disclose Confidential Information, Receiving Party or potential Sublicensee; or 10.2.5 made by its Affiliates or on behalf its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are customary in such circumstancescompelled to disclose and will exercise reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In additionany event, if legally requiredReceiving Party will not oppose action by Disclosing Party to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (ii) Notwithstanding anything herein to the contrary, a copy nothing in this Section 6.1 shall be construed to restrict Receiving Party from disclosing Confidential Information to Receiving Party’s Affiliates, Representatives, existing or prospective lenders, acquirors, investors, partners, assignees and other sources of funding, including underwriters, debt financing or co-investors, or direct or indirect beneficial owners or limited partners, and the Representatives of the foregoing, provided that the recipient of Confidential Information agrees to be bound by the provisions of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (Section 6.1 or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a are otherwise subject to reasonable period restrictions of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawconfidentiality.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 11.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeauthority; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash any such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency authority or, if disclosed, be used only for the purposes purpose for which the order was issued; providedand provided further that if such order is not quashed or a protective order is not obtained, further, that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which that is legally required to be disclosed in response to such court or governmental order;; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 10.2.2 11.2.2 made by Adaptimmune or on behalf of the receiving Party its Affiliates or its licensees to the Regulatory Authorities a Governmental Authority as required may be necessary or useful in connection with any filing, application or request for a Regulatory Approval; providedApproval and or pricing or reimbursement approval, howeverpre- and post-approval marketing authorisations (including any prerequisite manufacturing approval or authorisation related thereto), that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable labelling approval and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patenttechnical, medical and scientific licenses; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 11.2.3 made by or on behalf of Mereo or its Affiliate a Party to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers a patent authority as may be necessary in connection or useful for purposes of obtaining or enforcing a Patent (consistent with their evaluation the terms and conditions of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingSection 8); provided, however, that such persons reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 11.2.4 otherwise required by Applicable Law or by stock exchange or other financial authority requirement; 11.2.5 made by Adaptimmune or its Affiliates or its licensees to Third Parties as may be necessary or useful in connection with the Exploitation of Products, including subcontracting or sublicensing transactions in connection therewith and in each case subject to such Third Parties, where reasonably possible, agreeing confidentiality obligations substantially equivalent to those set out in this Agreement ; or 11.2.6 made by Universal or its Affiliates to actual or prospective investors or acquirers to the extent necessary for the purposes of such investment or acquisition and provided that in each such case investors or acquirers are subject to written obligations of confidentiality and non-use with respect substantially equivalent to such Confidential Information those set out in this Agreement. Notwithstanding the foregoing, in the event that are customary in such circumstances. In addition, if legally required, Adaptimmune or any of its Affiliates is required by Applicable Law or the requirements of a copy of national securities exchange or another similar regulatory body to disclose this Agreement, in whole or in part, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo Parties shall notify AstraZeneca and provide AstraZeneca reasonably agree on a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms redacted version of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice as necessary to protect the Confidential Information of the terms proposed for redactions and a reasonable opportunity Universal prior to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawmaking such disclosure.

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is: 10.2.1 12.2.1 Subject to Section 12.7, made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given prompt written notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order or required to be disclosed be held in confidence by such court or agency governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issuedissued or such disclosure was required by law; and provided, further, that the Confidential Information disclosed in response to such court or governmental order or as required by law shall be limited to the information that information which is legally required to be disclosed in response to such court or governmental order; 10.2.2 made order or by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 12.2.2 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining preparing, obtaining, defending or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 12.2.3 made by or on behalf of Mereo to its or its Affiliate Affiliates’ financial and legal advisors who have a need to an actual or potential Sublicenseeknow such disclosing Party’s Confidential Information and are under written agreements containing obligations of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors to treat such Confidential Information as required under this Article 12; or 10.2.5 12.2.4 made by the receiving Party or on behalf of Mereo its Affiliates to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, provided that such persons Persons shall be subject to written obligations of confidentiality and non-use with respect at least as restrictive as those set forth in this Agreement; and provided, further, that (a) this Agreement shall only be initially disclosed to such Confidential Information that are customary an investor or acquirer in a redacted form, such circumstances. In additionredacted form to be mutually agreed by the Parties in good faith, if legally required(b) any other such disclosure (including, a copy subject to subsection (c), any unredacted version of this Agreement) shall only be made after negotiations with any such investor or acquirer have progressed so that the disclosing Party reasonably and in good faith believes it will execute a definitive agreement with such Third Party within [Redacted] and (c) promptly after the Effective Date, the Subscription Deed and Parent Company Guarantee may Parties shall agree in good faith on a redacted version of the Agreement to be filed provided by Mereo with the U.S. Securities and Exchange Commission (I-Mab to any investor or relevant ex-U.S. counterpart). In acquiror that caseowns or controls, Mereo through itself or its affiliates, a Competing Product, which redacted version shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice disclose enough of the terms proposed for redactions and a reasonable opportunity conditions of the Agreement to request that Mereo make additional redactions enable the investor or acquiror to determine whether or not to participate in such investment or acquisition (including material financial terms and business terms) while redacting competitively sensitive scientific and technical information, including the then current Initial Development Plan, AbbVie Territory Development Plan and I-Mab Territory Development Plan (and any past versions thereof), and I-Mab shall have the right to disclose such approved redacted version (and not the unredacted version of financial this Agreement) to any such investor or other information acquiror pursuant to the extent confidential treatment is reasonably available under the lawsubsection (c) above.

Permitted Disclosures. Each Article 12.4.1 does not apply to information: (a) which, after the date of this Inter-User Agreement, becomes published or otherwise generally available to the public, except in consequence of a wilful or negligent act or omission by the recipient Party may disclose in contravention of the obligations in Article 12.4.1; (b) disclosed by a Party to its Affiliates or shareholders provided that (i) such disclosure is made for purposes incidental to the subject matter of this Inter-User Agreement and (ii) such Affiliates and shareholders agree to treat it as confidential under a substantially equivalent obligation of confidentiality to that set out in Article 12.4.1 prior to such disclosure being made; (c) to the extent made available to the recipient Party by a third party who is entitled to divulge such Confidential Information and who is not under any obligation of confidentiality in respect of such Confidential Information to the recipient Party; (d) to the extent required to be disclosed by any Applicable Law or by any Maritime Authorities or by the Snam Rete Gas or by any recognised stock exchange or Competent Authority to whose rules the Party making the disclosure or any Affiliate is subject, whether or not having the force of law, provided that the Party disclosing the Confidential Information shall notify the other Party of the Confidential Information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure is:must be made and shall take all reasonable action to avoid and limit such disclosure; 10.2.1 (e) which has been independently developed by the recipient Party otherwise than in the course of the exercise of that Party’s rights under this Inter-User Agreement or the implementation of this Inter-User Agreement; (f) to the extent made in response available to a valid order proposed bona fide transferee or assignee of the whole or part of the disclosing Party’s interest under this Inter-User Agreement; (g) to the extent made available to a court proposed bona fide potential shareholder or a disclosing Party proposing to acquire the whole or a significant part of competent jurisdiction the issued share capital of the disclosing Party; (h) to the extent made available to a bank or other supra-nationalfinancial institution or bond investors or underwriters or any party in relation to a potential securitisation in connection with efforts by that Party or an Affiliate to obtain funds, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if to document any loan to or security granted by that Party or an Affiliate or in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing connection with securities regulators any bond issue or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice securitisation; (i) to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring extent that the Confidential Information is properly and documents reasonably required by any adviser, auditor, consultant, expert, contractor or subcontractor who is employed or retained by (or whose employment or retention is being considered by) that are Party or by the subject bank or other financial institution referred to in Article 12.4.2(h) and whose function requires them to have the Confidential Information; (j) disclosed to a supplier or potential supplier of LNG that is to be unloaded into the Terminal for purposes reasonably necessary for such order be held in confidence by such court or agency or, if disclosed, be used only for supply; (k) to the purposes for which the order was issued; provided, further, extent that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally properly and reasonably required to be disclosed in response to such court or governmental order; 10.2.2 made by or on behalf of the receiving any Party to the Regulatory Authorities as required resolve a dispute or disputes arising in connection with the provision and/or receipt of Services at the Terminal; (l) disclosed to any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information applicable tax authority to the extent practicable and consistent with Applicable Lawrequired by a legal obligation; 10.2.3 made by or on behalf (m) disclosed, subject to the consent of the receiving other Party (such consent not to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationunreasonably withheld), to the extent such protection is available; 10.2.4 made by reasonably required to assist the settlement of the disclosing Party’s tax affairs or on behalf those of Mereo any of its shareholders or its Affiliate to an actual or potential Sublicenseeany other person under the same control as the disclosing Party; or 10.2.5 made by or on behalf of Mereo (n) which the recipient Party can prove was already known to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for it before its receipt from the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingdisclosing Party; provided, howeverin the case of disclosure under Article 12.4.2(f), (g), (h), (i) or (j) above, that the recipient of such persons shall be subject to obligations information is under a substantially equivalent obligation of confidentiality and non-use with respect to that in Article 12.4.1 prior to such Confidential Information that are customary in such circumstances. In addition, if legally required, disclosure being made and for a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawten (10) Years after such disclosure.

Permitted Disclosures. Each The Receiving Party may disclose provide the Disclosing Party’s, or any of the Disclosing Party’s Affiliates’, Confidential Information to the extent that such disclosure isInformation: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legalto the Receiving Party’s employees, financial directors, contractors, consultants and investment banking advisors (including attorneys and accountants), and to the employees, consultants and advisors of the Receiving Party’s Affiliates and to potential or and actual sources of financingSublicensees, investors or acquirers as may be necessary in connection with their evaluation of who have a need to know such potential or actual investment or acquisition and counsel information for the foregoing purpose of performing obligations or exercising rights expressly granted under this Agreement or advisable for the exploitation of Resulting Compounds or Products and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that have an obligation to treat such persons shall be subject to Confidential Information as confidential under obligations of confidentiality and non-use no less stringent than those set forth in this ARTICLE XI; (b) to patent offices in order to seek or obtain Patents, or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain Regulatory Approval with respect to any Resulting Compound or Product, in each case as contemplated by this Agreement, but such disclosure may be made only following reasonable notice to the Disclosing Party and to the extent reasonably necessary to seek or obtain such Patents or approvals; and (c) if such disclosure is required by judicial order or applicable Law, or to defend or prosecute litigation or arbitration, as long as, prior to such disclosure, to the extent permitted by applicable Law, the Receiving Party promptly notifies the Disclosing Party of such requirement, cooperates with the Disclosing Party to take whatever action the Disclosing Party may deem appropriate to protect the confidentiality of the Confidential Information and furnishes only that portion of the Confidential Information that the Receiving Party is legally required to furnish. The Receiving Party shall be responsible for any failure by any Person who receives Confidential Information from such Receiving Party pursuant to Section 11.2(a) or 11.2(b) to treat such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of as required under this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawARTICLE XI.

Permitted Disclosures. Each Party may disclose Confidential Information or Emergent Confidential Information to the extent that such disclosure is: 10.2.1 made (a) Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and or local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangejurisdiction; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and and, insofar as permitted by applicable law, given the disclosing Party a reasonable opportunity to quash such order or and to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; providedand provided further that if a disclosure order is not quashed or a protective order is not obtained, 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; 10.2.2 made (b) Otherwise required by or on behalf law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) Business Days prior to the receiving Party’s disclosure of the Confidential Information pursuant to this Section 6.2(b); (c) Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Lawinformation; 10.2.3 made (d) Made by Emergent to existing or on behalf of the receiving Party to a patent authority as may be reasonably necessary potential acquirers or useful merger candidates; existing or potential pharmaceutical collaborators; investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall each of whom prior to disclosure must be subject to bound by obligations of confidentiality and non-use with respect at least equivalent in scope to such Confidential Information that are customary those set forth in such circumstances. In additionthis Article VI; (e) Made by HPA to potential investors in any spin-off entity to which HPA intends to transfer its business relating to the Development Program and the Exploitation of Licensed Products and HPA Products (as defined in the BT License Agreement), if legally required, a copy each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Agreement, the Subscription Deed and Parent Company Guarantee Article VI; or (f) Made by Emergent or its Affiliates or sublicensees to Third Parties as may be filed by Mereo necessary or reasonably useful in connection with the U.S. Securities Exploitation of any Licensed Product, including subcontracting and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawsublicensing transactions in connection therewith.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made 11.2.1 in response the reasonable opinion of the receiving Party’s (or in the event Licensor is the receiving Party, the reasonable opinion of F-star GmbH’s or F-star Ltd’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 or regulatory body of competent jurisdiction orjurisdiction, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 11.4)); provided, however, that the receiving Party (or in the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall first where practicable have given prompt written notice (and to the extent Confidential possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency governmental body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party (or in the event Licensor is the receiving Party, F-star GmbH or F-star Ltd) shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 11.2.2 made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by or on behalf of F-star GmbH or F-star Ltd) or their licensees or sub-licensees to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information Confidential Information to the extent practicable and consistent with Applicable Law; 10.2.3 11.2.3 subject to written consent of the disclosing Party, made by or on behalf of the receiving Party (or in the event Licensor is the receiving Party, by or on behalf of F-star GmbH or F-star Ltd) to a patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such informationConfidential Information, to the extent such protection is available; 10.2.4 11.2.4 made to its or its Affiliates’, (or if to Licensor, to F-star GmbH’s or F-star Ltd’s) financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this ARTICLE 11; 11.2.5 made by or on behalf of Mereo the receiving Party or its Affiliate Affiliates (or in the event Licensor is the receiving Party, by F-star GmbH or F-star Ltd or their respective Affiliates) to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financinginvestors, investors or acquirers acquirers, investment bankers, lenders, as may be necessary in connection with their evaluation of such a potential or actual investment in or acquisition and counsel for of the foregoing and receiving Party or its Affiliates (b) or in connection with disclosure obligations that arise in connection with potential financingthe event Licensor is the receiving Party, of F-star GmbH or F-star Ltd or their respective Affiliates); provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this ARTICLE 11; 11.2.6 made by Denali or its Affiliates or Sublicensees to its or their 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 such circumstances. In additionconnection with the Exploitation of any mAb2, if legally requiredthe Licensed Products, a copy or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the Subscription Deed obligations of confidentiality and Parent Company Guarantee non-use of the receiving Party pursuant to this ARTICLE Confidential 11 (with a duration of confidentiality and non-use obligations as appropriate that is no less than five (5) years from the date of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors); or 11.2.7 made by Licensor, F-star GmbH, or F-star Ltd or their Affiliates to its or their advisors, consultants, clinicians, vendors, service providers, contractors, and the like as may be filed necessary in assisting with Licensor’s, F-star GmbH’s or F-star Ltd’s activities contemplated by Mereo this Agreement (including in relation to the exercise of the rights granted by Denali in Section 8.3 or otherwise in connection with the U.S. Securities performance of its obligations or exercise of its rights as contemplated by this Agreement); provided, that such Persons shall be subject to obligations of confidentiality and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period use with respect to such Confidential Information of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information Denali substantially similar to the extent confidential treatment obligations of confidentiality and non-use of Licensor pursuant to this ARTICLE 11 (with a duration of confidentiality and non-use obligations as appropriate that is reasonably available under no less than five (5) years from the lawdate of disclosure for advisors, consultants, clinicians, vendors, service providers, contractors and the like).

Permitted Disclosures. Each Notwithstanding Section 4.3: (A) The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that the Receiving Party is compelled to disclose such disclosure is: 10.2.1 made in response to a valid order of information by a court or other tribunal of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangejurisdiction; provided, however, that in such case the receiving Receiving Party shall first where practicable have given immediately give notice to the disclosing Disclosing Party, so that the Disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain may seek a protective order or confidential treatment requiring other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information and documents that are of the subject Disclosing Party that, in the opinion of such order be held in confidence by such court or agency orits legal counsel, if disclosed, be used only for the purposes for which the order was issued; 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, and will exercise reasonable efforts to ensure that any such Confidential Information of the Disclosing Party so disclosed in response to such will be accorded confidential treatment by said court or governmental order;tribunal. 10.2.2 made by (B) The Receiving Party may disclose the terms and conditions of this Agreement (including providing a copy hereof or on behalf thereof, redacted as appropriate) to any bona fide potential permitted assignee or successor to a Party’s interest under this Agreement, to any bona fide potential lender from which a Party is considering borrowing money, or to any bona fide investor from which it may receive money (for stock or other consideration), or in the case of the receiving Party Athersys, to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approvalbona fide potential collaborator; provided, however, in any such case such that reasonable measures the Receiving Party shall be taken to assure confidential treatment first obtain a written obligation of such information to confidentiality no less stringent than that imposed on the extent practicable Receiving Party under this Agreement from the bona fide potential permitted assignee or successor, bona fide potential lender, bona fide financial investor or bona fide potential collaborator. (C) Athersys may disclose the terms and consistent with Applicable Law; 10.2.3 made by or on behalf conditions of this Agreement and the receiving Party to Transaction Agreements (including providing a patent authority copy hereof, redacted (as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (bappropriate)) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo filings with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that caseotherwise pursuant to applicable securities laws and regulations, Mereo shall notify AstraZeneca filings with the Internal Revenue Service and provide AstraZeneca a reasonable period of time of no more than [***] otherwise pursuant to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably availableapplicable tax laws and regulations, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information as otherwise required by law or regulation, to the extent confidential treatment that, in the opinion of its legal counsel, is reasonably available under the lawrequired or likely required to be disclosed by law or regulation.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 8.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body Regulatory Authorities of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order or required to be [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. disclosed be held in confidence by such court or agency governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issuedissued or such disclosure was required by law; and provided, further, that the Confidential Information disclosed in response to such court or governmental order or as required by law shall be limited to the information that information which is legally required to be disclosed in response to such court or governmental orderorder or by such law; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 8.2.2 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of prosecuting or obtaining a Patent pursuant to Section 7.3 or enforcing a PatentPatent pursuant to Section 7.4; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 8.2.3 made in the course of prosecuting or defending litigation as contemplated by, or arising out of, this Agreement, including Section 8.9; 8.2.4 made to its or its Affiliates’ employees, consultants, contractors, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis, for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement, provided that in each case the recipient of such Confidential Information shall be subject to written obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than those set forth in this ARTICLE 8 prior to any such disclosure; or 8.2.5 made by or on behalf of Mereo or its Affiliate the receiving Party to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers solely as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingacquisition; provided, however, that such persons Persons shall be subject to written obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than 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 are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of is no more less than [***] to request Mereo to diligently seek confidential treatment for terms years from the date of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosure).

Permitted Disclosures. Each Party agrees to hold as confidential this Agreement and the terms of this Agreement, except that the receiving Party may disclose Confidential Information of the disclosing Party to the extent (and solely to the extent) that such disclosure isis reasonably necessary: 10.2.1 made in response to a valid order 12.3.1 for the prosecution, maintenance, enforcement, and defense of a court of competent jurisdiction intellectual property as contemplated by this Agreement; 12.3.2 for submissions and other filings with Regulatory Authorities for the approval or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion exploitation of the Product of Final Product as contemplated by this Agreement; 12.3.3 to investors, bona fide potential investors, licensees, Sublicensees, bona fide potential business partners, lenders, acquirers, and investment bankers in connection with licensing, financing and acquisition activities, and due diligence processes related to such activities, provided that any such Third Party has entered into a written obligation to treat such information and materials as confidential and requiring at least commercially reasonable obligations of confidentiality (and each Party will remain responsible for any failure by any of the foregoing Persons, to whom a receiving Party’s legal counsel, Party may disclose Confidential Information) to treat such disclosure is otherwise information as required under this Article XII; or 12.3.4 as may be required by lawApplicable Laws or stock exchange rules on which a Party or its Affiliate’s stock trades, including by reason of filing with securities regulators or rules of an applicable securities exchange; provided, however, provided that (i) the receiving Party making the disclosure shall first where practicable have given notice to the disclosing other Party and given the disclosing other Party a reasonable opportunity to quash such order or to obtain a protective order or request for confidential treatment requiring that with respect to the Confidential Information information required to be disclosed; (ii) to the extent permitted by Applicable Laws, the Party making the disclosure shall provide a draft of the proposed disclosure to the other Party at least ten (10) Business Days prior to making the disclosure and documents that are the subject shall consider comments of such order be held other Party in confidence by such court or agency or, if disclosed, be used only for good faith; and (iii) the purposes for which information relating to the order was issued; provided, further, that the Confidential Information other Party 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawdisclosed.

Permitted Disclosures. Each Notwithstanding Section 8.1, each receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is: 10.2.1 (a) made on or behalf of Relief to any Governmental Authority or any Regulatory Authority as required in connection with the filing, application or request for Marketing Approval of the Product; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with applicable Law; (b) made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawapplicable Law, including by reason of filing including, without limitation, disclosure requirements with securities regulators or rules of an applicable securities exchange; the SIX Swiss Exchange (the “SIX”) and the United States Securities and Exchange Commission (“SEC”), provided, however, that to the extent practicable and not otherwise prohibited by applicable Law, the receiving Party shall first where practicable have given notice to the disclosing Party and given the disclosing Party (i) a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, furtherand (ii) a right to review and comment upon such 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 the information which is legally required to be disclosed in response to such court or governmental order; 10.2.2 (c) made by or on behalf of Relief as may reasonably be necessary for the receiving Party to purposes of the Regulatory Authorities as required in connection with any filingregistration and pursuit of the Transferred IP, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 (d) made in confidence by the receiving party to its or on behalf of Mereo to (a) legalits Affiliates’ attorneys, financial and investment banking advisors and potential auditors, advisers, consultants, or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca contractors who have a reasonable period of time of no more than [***] need to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawknow.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: 10.2.1 8.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body authority of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by law, including by reason of filing with securities regulators or rules of an applicable securities exchangeApplicable Law; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Disclosing Party (to the extent permitted by Applicable Law) and given the disclosing Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency body or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required 8.2.2 reasonably necessary in connection with any filingsubmission to or other communication with any Regulatory Authority, application institutional review board or request ethics committee relating to the Gilead Arm, the Combination Therapy or the Receiving Party’s Compound (other than for Regulatory Approvalthe Restricted Purpose); provided, however, that the Receiving Party shall take reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 10.2.4 8.2.3 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo pursuant to (a) legala public announcement concerning the existence or terms of this Agreement that is made in accordance with Section 8.3 or (b) a publication or public presentation of Clinical Data or Sample Analysis Results that is published or presented in accordance with Section 10.2; 8.2.4 subject to the Disclosing Party’s prior written consent, financial and investment banking advisors and potential not to be unreasonably withheld, conditioned or delayed, to a patent authority for purposes of filing or prosecuting Project Patents in a manner consistent with Section 9.2; 8.2.5 to (a) any Affiliate of the Receiving Party or any of its or their employees or contractors, (b) any Gilead Arm sites or investigators, or (c) with the Disclosing Party’s prior written consent (provided, however, that after the first publication of Clinical Data within Joint Project IP in accordance with Section 10.2, such prior written consent shall not be required for disclosure under this clause (c) of Confidential Information of the Disclosing Party consisting of Clinical Data within Joint Project IP (for clarity, even if such Clinical Data was not included in such first publication)), any actual sources or prospective licensor, licensee or other collaborator of financing, investors the Receiving Party or acquirers as may be necessary any of its Affiliates in connection with their the evaluation of or performance under any agreement or potential agreement between the Receiving Party or its applicable Affiliate and such potential actual or actual investment prospective licensor, licensee or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingother collaborator; provided, however, that in each case ((a), (b) and (c)), (i) without limiting clause (ii) below, such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy substantially similar to the obligations of this Agreement, the Subscription Deed confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions Receiving Party under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the circumstances) and a reasonable opportunity to request that Mereo make additional redactions of financial or other information (ii) the Receiving Party shall be responsible to the extent confidential treatment is Disclosing Party for any unauthorized use or disclosure of such Confidential Information by any such Person; and 8.2.6 to any actual or prospective underwriter, investor, lender, merger partner or acquirer of the Receiving Party, as reasonably available necessary in connection with any actual or potential investment, merger or acquisition transaction; provided, however, that (i) without limiting clause (ii) below, such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are substantially similar to the obligations of confidentiality and non-use of the Receiving Party under this ARTICLE 8 (provided that the duration of such obligations shall be commercially reasonable under the lawcircumstances) and (ii) the Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of such Confidential Information by any such Person.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 7.2.1. made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Receiving Party’s legal counsel, such disclosure is otherwise required by lawApplicable Law, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Receiving Party shall first where practicable have given notice to the disclosing Disclosing Party and given the disclosing Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; 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; 10.2.2 7.2.2. made by or on behalf of the receiving Receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 7.2.3. made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a PatentPatent pursuant to Article 6; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 7.2.4. made by or on behalf of Mereo or its Affiliate the Receiving Party to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources acquirers, investor or licensees, sublicensee of financing, investors one or acquirers more Licensed Products or Derived Products as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingtransaction; 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7 (Confidentiality and Non-Disclosure) (provided that are customary in such circumstances. In addition, if legally required, a copy the case of this Agreementdisclosure to investors, the Subscription Deed duration of confidentiality and Parent Company Guarantee non-use obligations may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of shorter but no more less than [***] to request Mereo to diligently seek confidential treatment for terms years from the date of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice disclosure); or 7.2.5. made by or on behalf of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information Receiving Party to the extent confidential treatment is reasonably available under Receiving Party’s directors, attorneys, independent accountants or financial advisors for the lawsole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to the Receiving Party; 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 obligations of confidentiality and non-use of the receiving Party pursuant to this Article 7 (Confidentiality and Non-Disclosure).

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if (a) in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawto be disclosed pursuant to Law, regulation or a valid order of a court of competent jurisdiction or other Governmental Entity of competent jurisdiction (including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators, but subject to Section 5.10); provided, however, that the receiving Party shall first where practicable have given prompt written notice (and to the extent possible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency Governmental Entity or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which the receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 (b) made to its or its Affiliates’ financial, legal and other advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of 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; provided, that the receiving Party shall remain responsible for any failure by such financial, legal and other advisors, to treat such Confidential Information as required under this Agreement; (c) made by or on behalf of the receiving Party Buyer or its Affiliates to the Regulatory Authorities FDA or other Governmental Entity as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection regulatory approval in which Priority Review is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicenseesought; or 10.2.5 (d) made by Buyer or on behalf of Mereo its Affiliates to (a) legalits or their advisors, financial and investment banking advisors and potential consultants, clinicians, vendors, service providers, contractors, existing or actual sources of financingprospective collaboration partners, investors licensees, sublicensees, or acquirers other Third Parties as may be necessary or useful in connection with their evaluation the transactions contemplated by this Agreement, including the use of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financingPurchased Assets to obtain Priority Review; provided, however, that such persons Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy substantially similar to the obligations of this Agreement, the Subscription Deed confidentiality and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant exnon-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice use of the terms proposed for redactions and a reasonable opportunity receiving Party pursuant to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawSection 5.8.

Permitted Disclosures. 10.2.1. Each Party may disclose Confidential Information to the extent that such disclosure is: 10.2.1 (a) in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party shall first where practicable have given [***] written notice (and to the extent possible, at least [***] days’ notice) to the disclosing Party and given cooperates with the disclosing Party a reasonable opportunity in taking whatever action the disclosing Party deems necessary to protect its Confidential Information (for example, to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). If no protective order or other remedy is obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental orderdisclosed; 10.2.2 (b) made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;; or 10.2.3 (c) made by or on behalf Licensor to third parties to the extent required pursuant to the terms of agreements entered into prior to the date hereof, in any case with respect to the [***] as part of applicable royalty reports and as otherwise required. ​ ​ 00.0.0. Xx addition, the receiving Party may disclose Confidential Information of the disclosing Party to the extent that such disclosure is: (a) made to a patent Patent authority as may be reasonably necessary or useful for purposes of obtaining obtaining, defending or enforcing a PatentPatent in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) made to its or its Affiliates’ financial and legal advisors who have a need to know such Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, or to potential investors, licensees or collaboration partners, in connection with disclosure obligations that arise each case, at least as restrictive as those set forth in connection with potential financingthis Agreement; provided, however, that the receiving Party shall remain responsible for any failure by such persons shall be subject financial and legal advisors or such investors, licensees or collaboration partners, to obligations of confidentiality and non-use with respect to treat such Confidential Information that are customary in such circumstances. In addition, if legally required, a copy of as required under this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawARTICLE 10.

Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:: 7. 10.2.1 2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawjurisdiction, including by reason of filing with securities regulators or rules of an applicable securities exchangeregulators; provided, however, that the receiving Party Party, to the extent practicable and legally permissible, shall first where practicable have given prompt written notice (and to the extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency regulatory body or, if disclosed, be used only for the purposes for which the order was issued; provided). In the event that no protective order or other remedy is sought or obtained, furtheror the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that the portion of Confidential Information disclosed in response to such court or governmental order shall be limited to that information which receiving Party is advised by counsel is legally required to be disclosed in response to such court or governmental order;disclosed; 7. 10.2.2 2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory ApprovalApproval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law; 10.2.3 made by or on behalf ; 35 EAST\151813552.1 Exhibit 10.1 Confidential Treatment has been granted for portions of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, this exhibit. The copy filed herewith omits certain information subject to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; or 10.2.5 made by or on behalf of Mereo to (a) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers confidentiality request. Omissions are designated as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel for the foregoing and (b) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information that are customary in such circumstances“****”. In addition, if legally required, a copy A complete version of this Agreement, the Subscription Deed and Parent Company Guarantee may be exhibit has been filed by Mereo separately with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawCommission.

Permitted Disclosures. Each Party may disclose the other Party's --------------------- Confidential Information to the extent that such disclosure is: 10.2.1 made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by lawreasonably necessary in: ***Confidential Treatment Requested (a) filing, prosecuting and maintaining patent applications and patents as provided for under Article 5; (b) prosecuting or defending litigation related to this Agreement or the subject matter thereof; or (c) complying with applicable laws, governmental regulations (including by reason of filing with securities regulators those relating to product development and regulatory approval) or rules of an applicable securities exchangecourt orders; provided, however, that if a Party is required to make any such disclosure of the receiving other Party's Confidential Information under this Section 7.2, the disclosing Party shall first where practicable have given will give reasonable advance notice to the disclosing other Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; provided, further, that the Confidential Information disclosed in response disclosure requirement and will use reasonable efforts 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; 10.2.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure secure confidential treatment of such Confidential Information as is required to be disclosed; (d) connection with Incyte distribution of Incyte's information products that include some or all of the Project Results in accordance with the terms of this Agreement as long as Incyte first notifies Sequenom of any Sequenom Confidential Information that Incyte reasonably believes is necessary for disclosure for such distribution purpose, and Sequenom consents, such consent not to be unreasonably withheld by Sequenom, provided however that such notice and consent requirement will not apply to the extent practicable and consistent with Applicable Law; 10.2.3 made by disclosure of Project Results or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; 10.2.4 made by or on behalf of Mereo or its Affiliate to an actual or potential Sublicensee; Collaboration IP) or 10.2.5 made by or on behalf of Mereo (e) Sequenom 's contract services with third parties to manufacture primers provided that (ai) legal, financial and investment banking advisors and potential or actual sources of financing, investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition and counsel services are solely for the foregoing benefit of Sequenom, (ii) no intellectual property rights are transferred to such third party provider, and (biii) in connection with disclosure obligations that arise in connection with potential financing; provided, however, that such persons any transfer of isSNP Xxxxxxxx Xxxx shall be subject to obligations of confidentiality non-disclosure and non-use with respect to such Confidential Information that which are customary no less stringent than those in such circumstances. In addition, if legally required, a copy of this Agreement, the Subscription Deed and Parent Company Guarantee may be filed by Mereo with the U.S. Securities and Exchange Commission (or relevant ex-U.S. counterpart). In that case, Mereo shall notify AstraZeneca and provide AstraZeneca a reasonable period of time of no more than [***] to request Mereo to diligently seek confidential treatment for terms of this Agreement for which confidential treatment is reasonably available, and shall provide AstraZeneca reasonable advance notice of the terms proposed for redactions and a reasonable opportunity to request that Mereo make additional redactions of financial or other information to the extent confidential treatment is reasonably available under the lawwithout any further permitted disclosure.