Common use of Secrecy Clause in Contracts

Secrecy. 12.1.1 Any Confidential Information pertaining to the Product that has been or will be communicated or delivered by Elan to Acorda, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda and Elan, respectively, as Confidential Information, and shall not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 Any Confidential Information pertaining to 6.1 Each PARTY agrees that all INFORMATION and RESULTS which it receives from the Product that has been or other PARTY and which are designated as confidential by such PARTY will be communicated or delivered deemed to be confidential and will be maintained by Elan to Acordathe receiving PARTY in confidence, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda and Elan, respectively, as Confidential Information, and shall not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information shall not be subject PARTY may disclose such information to its officers, and those of its employees and others under its control for the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date purposes of this Agreement; or 12.1.1.3 is obtained by the Party receiving , all of whom will be advised of this Agreement and such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyPARTY’s obligations there under. 12.1.2 Each Party shall 6.2 Such PARTY additionally agrees to take all such reasonable precautions with Confidential Information disclosed to it by safeguard the other Party as it normally takes with its own confidential information to prevent any improper disclosure nature of the Confidential Information disclosed to it by the other Party to any Third Party; foregoing information, provided, however, that such PARTY’s normal procedures for protecting its own confidential information may shall be disclosed within deemed reasonable precautions, and provided that if such precautions are taken, such PARTY will not be liable for any disclosure which is inadvertent or unauthorized or is required by any judicial order or decree or by any governmental law or regulation. Neither shall such PARTY be liable for disclosure and/or any use of such information insofar as such information • is in, or becomes part of, the limits required public domain other than through a breach of this Agreement by such PARTY; • is already known to obtain any authorisation such PARTY at or before the time it receives the same from the FDA other PARTY or any is disclosed to such PARTY by a third PARTY as a matter of right; • is independently developed by such PARTY without the benefit of such information received from the other United States of America or foreign governmental or regulatory agency or, PARTY; • is disclosed and/or used by such PARTY with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required PARTY. [***] Certain information in connection this document has been omitted and filed separately with the purposes of this Agreement. 12.1.3 Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Notwithstanding the above, each Party hereto may use or PARTY has the right to disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other partyPARTY’s Confidential Information, other than pursuant to a confidentiality agreement, INFORMATION and RESULTS which it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior received under this Agreement to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that licensees insofar as it will not use, directly or indirectly, any Confidential Information disclosed by has the other Party pursuant right to sublicense same as set forth in this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that such PARTY requires such licensee to undertake in writing secrecy obligations which are at least as stringent as the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information ones set forth in such filings. In the event that either Party wishes to make an announcement concerning the this Article 6; 6.3 The obligations of Article 6 shall survive five years after termination of this Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 16.1.1 Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the party giving the oral information and the written form shall be furnished to the other party) pertaining to the Product PRODUCT that has been or will be communicated or delivered by Elan ELAN to AcordaLIGAND, and any information from time or by LIGAND to time communicated or delivered by Acorda to ElanELAN, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda LIGAND and ElanELAN, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section herein to the extent that such Confidential Informationconfidential information: 12.1.1.1 (1) is available to the public in public literature or otherwise, or after disclosure by one Party party to the other becomes public knowledge through no default of the Party party receiving such confidential information; or 12.1.1.2 (2) was known to the Party party receiving such confidential information prior to the receipt of such confidential information by such Partyparty, whether received before or after the date of this Agreement; or 12.1.1.3 (3) is obtained by the Party party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 (4) is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyagency provided that each party shall notify the other in writing of any disclosure of information required hereunder prior to such disclosure. 12.1.2 16.1.2 Each Party party shall take in relation to the confidential information of the other party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the applicable FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Partyparty, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party 16.1.3 LIGAND agrees that it will not use, directly or indirectly, any Confidential Information ELAN KNOW-HOW, or other confidential information disclosed to it by the other Party ELAN or obtained by it from ELAN pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan 16.1.4 Neither party will not publicise the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other party subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party party wishes to make an announcement concerning the Agreement, that Party shall party will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Partyparty. The terms of any such announcement shall be agreed in good faith. 16.1.5 At the request of a party in writing, the other party shall not disseminate any public announcement for a period of 60 days from the receipt of such request regarding this Agreement or the transactions contemplated hereby or regarding such requesting party, without such requesting party's consent, which shall not be unreasonably withheld, provided, however, a party may disseminate a public announcement regarding the foregoing if such party obtains an opinion of independent counsel that such party is obligated by law to disseminate such information to the public.

Secrecy. 12.1.1 13.1.1 Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the Product PRODUCT that has been or will be communicated or delivered by Elan ELAN to AcordaGEMINI or any of its AFFILIATES, and or by GEMINI to ELAN or any information from time to time communicated or delivered by Acorda to Elanof its AFFILIATES, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda GEMINI and ElanELAN, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party INDEPENDENT THIRD PARTY whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section herein to the extent that such Confidential Information:confidential information:- 12.1.1.1 (1) is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 (2) was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 (3) is obtained by the Party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 (4) is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyagency provided that each Party shall notify the other in writing of any disclosure of information required hereunder prior to such disclosure. 12.1.2 13.1.2 Each Party shall take in relation to the confidential information of the other Party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third PartyINDEPENDENT THIRD PARTY; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA applicable RHA or any other United States of America or foreign governmental or regulatory agency or, (including the patents and trademark office in any country of the TERRITORY) or with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure 13.1.3 Each of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party Parties agrees that it will not use, directly or indirectly, any Confidential Information know-how of the other Party (ELAN KNOW-HOW or GEMINI KNOW-HOW, as the case may be), or other confidential information disclosed to it by the other Party or obtained by it from the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan 13.1.4 Neither Party will not publicise the existence of this Agreement in any way without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld or delayed, subject except as required pursuant to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute . Excluding any such filing required disclosures, in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 Any Confidential Information pertaining (a) The parties hereto agree to the Product that has been or will be communicated or delivered by Elan to Acordamaintain, and cause their officers, directors, statutory auditors, agents, employees, advisors (including legal counsels, tax experts, certified public accountants and other professional advisors) (collectively, the “Representatives”) to maintain, any information from time to time communicated (including all written, electronic or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, oral information and cost, supplier, manufacturing and customer information, shall be treated by Acorda and Elan, respectively, as Confidential Information, and shall not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; material which is provided, howeverdirectly or indirectly, that such Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party either party to the other becomes public knowledge through no default party) (collectively, the “Information”) in confidence and to use the Information for the sole and exclusive purpose of executing the Party receiving such confidential information; or 12.1.1.2 was known parties respective obligations pursuant to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by . Each party agrees not to disclose or reveal to any person (other than the Party receiving such confidential Representatives) any information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required the Business Transfer or the terms, conditions or other facts relating thereto or the status thereof, or the fact that the Information has been made available to be disclosed pursuant to: (A) any order of a court having jurisdiction them and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; providedtheir Representatives, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with without the prior written consent of the other Partyparty. Information shall include any and all information disclosed under by either party to the other party under the Letter of Intent dated April 14, which 2004 entered into by Toyo and TIS (the “LOI”) and any information or reports disclosed pursuant to Section 2.2 above. The restrictions herein concerning use and disclosure shall not be unreasonably withheldapply to any Information which: (i) at or prior to the time of its disclosure to the receiving party is or was in the public domain; (ii) subsequent to the time of its disclosure to the receiving party, becomes part of the public domain other than by publication or as may otherwise be required in connection with the purposes other means, except by breach of this Agreementprovision by such receiving party or its Representatives; (iii) subsequent to its disclosure to the receiving party, becomes or is made available to the receiving party by a third party who is not under any obligation of confidentiality with respect to such Information; or (iv) is or becomes required to be disclosed by the receiving party by operation of law or statute or regulation, including the rule of the relevant stock exchange. 12.1.3 Notwithstanding (b) The confidentiality obligations under this Section 10.1 shall remain in effect even after the above, each Party termination of this Agreement for two (2) years thereafter. (c) Each party hereto may use or disclose Confidential agree that all Information disclosed to it provided by the other Party party in any form whatsoever shall remain such providing party’s sole property. Upon the request of the providing party, the receiving party shall promptly return to the extent such use providing party the Information, including any and all copies thereof, or data derived therefrom. (d) The parties hereto agree that any press release or public announcement of the Business Transfer shall be made by each party only as agreed by Toyo and TIS separately. (e) Toyo and TIS hereby acknowledge that as Toyo and TIS are public companies and are subject to strict rules and regulation regarding disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting of information to tax the public, any disclosure or other governmental authorities, conducting clinical trials, publication regarding this Agreement their execution or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required their content should be coordinated with both parties prior to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise)disclosure. 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 13.1.1. Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the Product that has been or will be communicated or delivered by Elan to AcordaPar, and any information from time to time communicated or delivered by Acorda Par to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda Par and Elan, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section Clause to the extent that such Confidential Informationconfidential information: 12.1.1.1 13.1.1.1. is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 13.1.1.2. was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 13.1.1.3. is obtained by the Party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 13.1.1.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyagency provided that each Party shall notify the other in writing of any disclosure of information required under this sub-Clause prior to such disclosure, or 13.1.1.5. is independently discovered by the receiving Party without the aid or application of the confidential information. 12.1.2 13.1.2. Each Party shall take in relation to the confidential information of the other Party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation authorization from the applicable FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure 13.1.3. Each of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party Parties agrees that it will not use, directly or indirectly, any Confidential Information know-how of the other Party, or other confidential information disclosed to it by the other Party or obtained by it from the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan 13.1.4. Neither Party will not publicise publicize the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other Party subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithfaith but in any event shall refer to the Product as having been developed and manufactured by Elan.

Secrecy. 12.1.1 7.1 Any information of a confidential nature conveyed by one party to the other under this Agreement and marked as “confidential” shall be the “Confidential Information” of such party (except as otherwise provided below in this Article VII), and may include, but not restricted to, Know-how created or used in the development of Stable Cell Lines or the production of antibodies. All Confidential Information pertaining of a party shall be treated as strictly confidential by the other party during the term of this Agreement and for five (5) years thereafter, as if it were its own proprietary and confidential information, and such party shall take all reasonable steps to insure that the other’s Confidential information will not be disclosed or communicated to third parties or used for purposes other than for carrying out its obligations or exercising its express rights granted under this Agreement. 7.2 A party shall be relieved of the obligations of Section 7.1 solely with respect to particular Confidential Information of the other party to the Product extent that such party can demonstrate by proper evidence that such Confidential Information: 1) was known by such party prior to disclosure of such Confidential Information to it by the other party; or 2) is or becomes publicly known through no fault or omission attributable to such party; or 3) is lawfully obtained by such party from a third party that has been or will the right to disclose such information without a duty of confidentiality and is in lawful possession thereof. For clarity, any Confidential Information of ACORDA that was originally developed by AERES hereunder and assigned to ACORDA as provided in Article II, shall not be communicated or delivered by Elan subject to Acordathe exception to confidentiality in subclause 1) above. 7.3 AERES hereby confirms that information concerning the remyelinating antibody program, together with the vectors and any information from time to time communicated or delivered by Acorda to Elancell lines expressing the same, gene constructs containing including, without limitation, trade secretsprotein, business methodsDNA, RNA, plasmids and organisms, and costanything derived therefrom (the “Materials”) together with any confidential or proprietary information obtained from ACORDA or developed for ACORDA under the Confidential Disclosure Agreement of or generated by AERES in the course of performing Services under this Agreement, supplier, manufacturing are and customer information, shall be treated by Acorda and Elan, respectively, as the Confidential InformationInformation of ACORDA, and shall not be disclosed subject to all the obligations of AERES under Section 7.1. 7.4 Notwithstanding the limitations in this Article VII, each party shall have the right to disclose such Confidential Information solely to the extent required under any law, ruling or revealed regulation of a governmental agency or a court of competent jurisdiction, and for the purpose of satisfying national, state or local requirements in order to any Third Party whatsoever conduct studies with the Product or used in any manner except as expressly provided to obtain regulatory approval for herein; the commercial sale of a Product, provided, however, that such Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it disclosing party will given first give reasonable advance notice to the latter Party other party of such required disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to limit such disclosure to that which is required and to secure confidential treatment treatment, or to assist the other party in securing a protective order or confidential treatment, of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by 7.5 The obligations imposed upon the other Party pursuant to parties under this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence Article VII shall survive termination of this Agreement in for any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws reason whatsoever and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithcontinue for five years thereafter.

Secrecy. 12.1.1 1.1. Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the party giving the oral information and the written form shall be furnished to the other party) pertaining to the Product PRODUCT that has been or will be communicated or delivered by Elan ELAN to AcordaCOMPANY, and any information from time to time communicated or delivered by Acorda COMPANY to ElanELAN, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda COMPANY and ElanELAN, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Informationconfidential information: 12.1.1.1 1.1.1. is available to the public in public literature or otherwise, or after disclosure by one Party party to the other becomes public knowledge through no default of the Party party receiving such confidential information; oror [ * ] = 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. 12.1.1.2 1.1.2. was known to the Party party receiving such confidential information prior to the receipt of such confidential information by such Partyparty, whether received before or after the date of this Agreement; or 12.1.1.3 1.1.3. is obtained by the Party party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 1.1.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. In such event, the party receiving such confidential information shall notify the disclosing party of the required disclosure in advance to enable the disclosing party to have an opportunity to object to such governmental entity or court of law regarding the required disclosure. The receiving party shall use all reasonable efforts to obtain confidential treatment of such confidential information required to be disclosed; or 1.1.5. is independently discovered by the receiving party after the date of this Agreement without the aid, application or use of the confidential information of the disclosing party. 12.1.2 1.2. Each Party party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Partyparty, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party 1.3. COMPANY agrees that it will not use, directly or indirectly, any Confidential Information ELAN KNOW-HOW, or otherwise confidential information disclosed by the other Party to COMPANY or obtained from ELAN pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein herein. ELAN agrees that it will not use, directly or in the Supply indirectly, any COMPANY KNOW-HOW, or otherwise confidential information disclosed to ELAN or obtained from COMPANY pursuant to this Agreement, other than as expressly provided herein. 12.1.5 Acorda 1.4. COMPANY and Elan ELAN will not publicise the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party party wishes to make a public disclosure concerning this Agreement and such disclosure mentions the other party by name or description, such other party xxxx [ * ] = 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. be provided with an announcement concerning the Agreement, that Party shall seek the consent advance copy of the other Party, disclosure and will have three (3) business days within which consent to approve or disapprove such use of its name or description. Approval shall not be unreasonably withheld by either party. Failure to respond within such three (3) business days shall be deemed to be approval. Absent approval, no public disclosure shall use the name or delayed and shall not be required otherwise describe such party except to the extent required by law. Notwithstanding the text of foregoing, it is understood and agreed that no approval shall be required in the announcement relating event that the information to this Agreement be disclosed has previously been agreed to by the other Party. The terms subject of any such announcement shall be agreed in good faitha prior disclosure.

Secrecy. 12.1.1 15.1.1 Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the Product that has been or will be communicated or delivered by Elan to AcordaXxxxxx, and any information from time to time communicated or delivered by Acorda Xxxxxx to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda Xxxxxx and Elan, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section Clause to the extent that such Confidential Informationconfidential information: 12.1.1.1 15.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 15.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 15.1.1.3 is obtained by the Party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 15.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a -29- governmental or regulatory agencyagency provided that each Party shall notify the other in writing of any disclosure of information required under this sub-Clause prior to such disclosure, or 15.1.1.5 is independently discovered by the receiving Party without the aid or application of the confidential information. 12.1.2 15.1.2 Each Party shall take in relation to the confidential information of the other Party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation authorization from the applicable FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure 15.1.3 Each of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party Parties agrees that it will not use, directly or indirectly, any Confidential Information know-how of the other Party, or other confidential information disclosed to it by the other Party or obtained by it from the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan 15.1.4 Neither Party will not publicise publicize the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other Party subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the this Agreement, that Party shall will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithfaith but in any event shall refer to the Product as having been developed and manufactured by Elan.

Secrecy. 12.1.1 Any (a) Prior to and during the term of this Agreement, each party may disclose, and may have disclosed, to the other party (orally, in writing, or electronically), or a party may obtain, observe, or otherwise be granted access to, information and materials considered confidential by the other party. Confidential information includes, but is not limited to, information relating to Product Technology, the Products, compensation, research, services, developments, inventions, processes, protocols, methods of operation, techniques, strategies, programs (both software and firmware), designs, systems, proposed business arrangements, results of testing, distribution, engineering, marketing, financial, merchandising and/or sales information, individual customer profiles, customer lists and/or aggregated customer data (“Confidential Information”). Confidential Information pertaining must be marked or identified as “confidential” by the disclosing party, unless the information should reasonably be understood by the receiving party to be confidential or proprietary under the Product that has been or will be communicated or delivered by Elan to Acordacircumstances. However, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda and Elan, respectively, as Confidential Information, and shall not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section herein to the extent that such Confidential Informationinformation: 12.1.1.1 (i) is available to the public in public literature or otherwise, or after disclosure by one Party party to the other becomes public knowledge through no default fault of the Party party receiving such confidential information; or 12.1.1.2 (ii) was known to the Party party receiving such confidential information prior to the receipt of such confidential information by such Partyparty as established by relevant documentary evidence, whether received before or after the date of this Agreement; or 12.1.1.3 (iii) is obtained by the Party party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential informationinformation as established by relevant documentary evidence; or 12.1.1.4 (iv) is independently developed by employees of the party receiving such information who did not have access to or use of the other party’s Confidential Information as established by relevant documentary evidence; or (v) is required to be disclosed pursuant to: to (Ai) any order of a court having jurisdiction and power to order such information to be released or made public; or (Bii) any lawful action of a governmental or regulatory agencyagency provided that each party shall notify the other in writing of any disclosure of information required hereunder prior to such disclosure; provided that the party provides reasonable prior notice of such required disclosure to the other party and, if requested by such other party, uses all reasonable efforts to secure confidential protection of such Confidential Information. 12.1.2 (b) Each Party party shall take all such precautions with use the other party’s Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with only for the purposes of this Agreement, and not for its own or any third party’s benefit except as otherwise expressly provided in this Agreement. Each party shall maintain the confidentiality of the other party’s Confidential Information in the same manner in which it protects its own Confidential Information of like kind, but in no event shall either party take less than reasonable precautions to prevent the unauthorized disclosure or use of the other party's Confidential Information. 12.1.3 Notwithstanding (c) Each party is permitted to disclose the above, each Party hereto may use or disclose other party’s Confidential Information disclosed to it by the its employees, contractors and other Party third parties on a need to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunderknow basis only, provided that if a Party is required such employees, contractors and/or third parties have written or legal confidentiality obligations to make any such that party no less stringent than those contained in this Agreement. Each party shall be and remain fully liable and responsible for its recipients’ unauthorized disclosure or use of the other party’s Confidential Information, . (d) Each party acknowledges and agrees that its unauthorized disclosure or use of the other than pursuant to a confidentiality agreement, it party’s Confidential Information will given reasonable advance notice cause damage to the latter Party of such disclosure andother party that may not be adequately compensated through money damages. As such, save each party expressly consents to the extent inappropriate entry of an order for equitable remedies, including, but not limited to, temporary, preliminary and permanent injunctions to remedy any actual or threatened breach of its obligations under this Agreement. These remedies are cumulative and in the case of patent applications and regulatory submissions, will use its best efforts addition to secure confidential treatment of such information prior to its disclosure (whether through protective orders all other remedies available at law or otherwise)in equity. 12.1.4 Each Party agrees that it will not use(e) At the disclosing party’s request, directly or indirectly, any each party shall return the other party’s Confidential Information. Neither party shall use the other party’s Confidential Information disclosed by for its own, or any third party’s, benefit. However, each party shall be permitted to retain and use a copy of the other Party pursuant party’s Confidential Information as reasonably necessary to exercise its rights that survive termination of this Agreement or the Supply Agreement, other than for regulatory purposes and/or as expressly otherwise necessary to protect such party’s interests; provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject that party continues to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing comply with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and herein. The provisions of this Section shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent survive termination of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by for so long as the other Party. The terms of any such announcement Confidential Information remains confidential. (f) ALKALOIDA and CARACO shall be agreed also co-operate in good faithfaith with respect to any stock exchange filings, public announcements, or filings with the United States Securities and Exchange Commission which maybe necessary following execution of this Agreement.

Secrecy. 12.1.1 7.1 Any Confidential Information pertaining to the Product that has been or will be communicated or delivered by Elan to Acorda, and any information from time to time communicated or delivered by Acorda one of the parties to Elanthe other, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, and information regarding such party’s Patent Rights and Know-How, shall be treated by Acorda NOVO NORDISK and ElanARADIGM, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section Article 7 to the extent that such Confidential Information: 12.1.1.1 confidential information: • is available to the public in public literature or otherwise, or after disclosure by one Party party to the other becomes public knowledge through no default of the Party party receiving such confidential information; or 12.1.1.2 or • was known to the Party party (as demonstrated by the written records of such party) receiving such confidential information with no obligation to maintain confidentiality prior to the receipt of such confidential information by such Partyparty, whether received before or after the date of this Agreement; or 12.1.1.3 or • is obtained by the Party party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 or • is required to be disclosed pursuant to: to (Ai) any order of a court having jurisdiction and power to order such information to be released or made public; or (Bii) any lawful action of a governmental or regulatory agency. 12.1.2 7.2 Each Party party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Partyparty, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 7.3 Each Party party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by Know-How or otherwise confidential information received from the other Party party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda 7.4 NOVO NORDISK and Elan ARADIGM will not publicise the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other subject to the disclosure requirements of applicable laws law and regulations; provided. However, however, that it is understood has been agreed between the parties that the Parties or their Affiliates may make disclosure parties will issue a joint press release, following signature of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek including information on the consent total potential value of the other Partycollaboration and stating that the collaboration involves the development of formulations for pulmonary administration within the Field as well as an option to expand the collaboration into two additional fields. 7.5 As a part of its marketing obligations hereunder, which consent NOVO NORDISK shall be solely responsible for all publication planning, it being understood that NOVO NORDISK will endeavor to present to the Steering Committee its overall publication planning strategy in good time prior to implementation and will in such event in good faith consider any reasonable suggestion made by ARADIGM for amendments to such strategy, it being at all times understood that NOVO NORDISK shall not be unreasonably withheld entitled to publish any information covered by Article 7.1 without the prior written consent of ARADIGM. For other publications not covered by NOVO NORDISK’s publication planning hereunder, the parties agree not to publish in any technical or delayed and shall not be required to the extent the text scientific article or otherwise any of the announcement relating results of the Development Programme without the review and approval of both parties such approval not to be unreasonably withheld. 7.6 The confidentiality conditions shall remain in force for seven years from the day of termination of this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithAgreement.

Secrecy. 12.1.1 16.1.1 Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the Product CONTINUOUS SYSTEM that has been or will be communicated or delivered by Elan MINIMED to AcordaELAN, and any information from time or by ELAN to time communicated or delivered by Acorda to ElanMINIMED, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda ELAN and ElanMINIMED, respectively, as Confidential Informationconfidential information, disclosed to employees who are bound by obligations of confidentiality only on a need-to-know basis, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section herein to the extent that such Confidential Information:confidential information:- 12.1.1.1 (1) is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 (2) was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 (3) is obtained by the Party receiving such confidential information from a Third third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 (4) is required to be disclosed pursuant to: (A) any order of a court having competent jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a 42 governmental or regulatory agencyagency provided that each Party shall notify the other in writing of any disclosure of information required hereunder prior to such disclosure; or (5) is proven by documentary evidence to have been independently discovered, after the date of this Agreement, by the Party receiving such confidential information without the aid, application or use of confidential information. 12.1.2 16.1.2 Each Party shall take in relation to the confidential information of the other Party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA applicable RHA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 15.1.1 Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the Product that has been or will be communicated or delivered by Elan to AcordaXxxxxx, and any information from time to time communicated or delivered by Acorda Xxxxxx to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda Xxxxxx and Elan, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section Clause to the extent that such Confidential Informationconfidential information: 12.1.1.1 15.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 15.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 15.1.1.3 is obtained by the Party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 15.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyagency provided that each Party shall notify the other in writing of any disclosure of information required under this sub-Clause prior to such disclosure, or 15.1.1.5 is independently discovered by the receiving Party without the aid or application of the confidential information. 12.1.2 15.1.2 Each Party shall take in relation to the confidential information of the other Party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation authorization from the applicable FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure 15.1.3 Each of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party Parties agrees that it will not use, directly or indirectly, any Confidential Information know-how of the other Party, or other confidential information disclosed to it by the other Party or obtained by it from the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan 15.1.4 Neither Party will not publicise publicize the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other Party subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the this Agreement, that Party shall will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithfaith but in any event shall refer to the Product as having been developed and manufactured by Elan.

Secrecy. 12.1.1 Any 7.1 Each Party receiving Confidential Information pertaining to the Product that has been or will be communicated or delivered by Elan to Acorda, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda and Elan, respectively, as Confidential Information, and shall not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own shall keep them confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; providedand, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, except with the prior written consent of the other disclosing Party, which shall procure that its representatives shall: (a) not be unreasonably withheld, use or as may otherwise be required exploit the Confidential Information in connection with any way except for the purposes performance of a Party obligations under this Agreement; (b) not disclose or make available the Confidential Information in whole or in part to any third Party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the performance of a Party obligations under this Agreement (and any such copies, reductions to writing and records shall be the property of the disclosing Party); (d) keep separate the Confidential Information from all documents and other records of the receiving Party; and (e) apply the same security measures and degree of care to the Confidential Information as the receiving Party applies to its own Confidential Information, which the receiving Party warrants as providing adequate protection from unauthorised disclosure, copying or use. 12.1.3 Notwithstanding 7.2 The receiving Party may only disclose the above, each Party hereto may use or disclose Confidential Information disclosed to it by to those of its representatives who need to know this Confidential Information for the other performance of receiving Party’s obligations under this Agreement, provided that: (a) it informs these representatives of the confidential nature of the Confidential Information before disclosure and obtains from its representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the representatives as the terms of this Agreement are upon the parties; and (b) at all times, it is responsible for these representatives compliance with the obligations set out in this Agreement. 7.3 A Party may disclose Confidential Information to the extent such use Confidential Information is required to be disclosed by law, by any governmental authority, or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax by a court or other governmental authoritiesauthority of competent jurisdiction provided that, conducting clinical trialsto the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible. 7.4 At the first request of the disclosing Party, the receiving Party shall: (a) destroy or return to the disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or making a permitted sub-licence based on the disclosing Party Confidential Information; (b) erase all the disclosing Party Confidential Information from its computer systems or otherwise exercising its rights hereunderwhich is stored in electronic form (to the extent possible); and (c) certify in writing to the disclosing Party that it has complied with the requirements of this clause, provided that if a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the disclosing Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save Information to the extent inappropriate in required by law or any applicable governmental or regulatory authority and to the case of patent applications and regulatory submissions, will use its best efforts extent reasonable to secure confidential treatment of such information prior permit the receiving Party to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees keep evidence that it will not use, directly or indirectly, has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any Confidential Information disclosed such documents and materials retained by the other receiving Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementclause. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 Any Confidential Information pertaining to 6.1. Except as expressly provided below, Licensee: (a) must treat all samples and materials comprising RCT EXPRESSION TECHNOLOGY, including the Product that has been or will be communicated or delivered by Elan to AcordaHOST STRAINS, EXPRESSION VECTORS, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methodsEXPRESSION SYSTEMS, and costprovided to it by, supplieror on behalf of, manufacturing RCT, its AFFILIATE, [***], or any other licensee of RCT, (collectively, the “Materials”) as strictly confidential and customer informationmay not divulge, shall be treated by Acorda and Elandistribute or provide any of the Materials to any third party, respectively, except as Confidential Informationprovided below; and (b) may not use, and shall hereby covenants not be disclosed or revealed to use, any Third Party whatsoever or used in any manner of the Materials except as expressly provided for herein; providedauthorized under this A&R Agreement. Licensee may transfer HOST STRAINS, howeverEXPRESSION VECTORS, that such Confidential Information shall not be and EXPRESSION SYSTEMS to a Sublicensee and an approved CMO under the applicable Sublicense, subject to the restrictions obligations of confidentiality and prohibitions limited use at least as restrictive as those set forth herein, including in Paragraph 6.1(a) and (b) above. [***]. [***]. No permitted transferee under this Paragraph may further transfer the Materials [***]. 6.2. Each party hereto must maintain the confidentiality of any written or electronic information (including the terms and conditions of this A&R Agreement) disclosed to it by another party hereto and not disclose it to any third party, except such party’s agents and employees on a need-to-know basis, each of which are bound by confidentiality obligations at least as restrictive as in this section Paragraph. The foregoing confidentiality obligation does not apply to information that: (a) at the time of the disclosing party’s disclosure, is available to the public through no fault of the receiving party; (b) as shown by written records, was lawfully known to, or was otherwise lawfully in the possession of, the receiving party before the receiving party received that information from the disclosing party or its agent; (c) is obtained by the receiving party from a source other than the disclosing party or its agent, without breaching any obligation of confidentiality to the disclosing party; or (d) is developed by the receiving party independently of any disclosure made under this A&R Agreement. Upon termination of this A&R Agreement under Paragraph 10.2 or 10.3, the receiving party must destroy, or return to the disclosing party, all copies of information in written or electronic form, except for one copy that the receiving party may retain in its legal department to ensure its continued compliance with this Paragraph. Notwithstanding the above obligations of confidentiality and non-use, a receiving party may disclose confidential information of the disclosing party to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, connection with: 1. complying with applicable governmental regulations laws (including securities law and the rules of any securities exchange or otherwise submitting market on which a party’s securities are or may in the future be listed or traded) or court order, if in the reasonable opinion of such receiving party’s counsel, such disclosure is necessary for such compliance. Except where prohibited by law, such receiving party must give the disclosing party reasonable advance written notice of such required disclosure and provide a copy of any applicable subpoena or order. on a sufficiently timely basis so as to afford such disclosing party a reasonable opportunity to oppose, limit, or secure confidential treatment for such required disclosure. In making any such required disclosure: (i) such receiving party may disclose only that portion of the confidential information of such disclosing party that such receiving party is legally required to tax disclose;, (ii) such confidential information may only be used for the purposes for which the order was issued or such disclosure was required by applicable law; and (iii) such receiving party must endeavor to obtain confidential treatment of economic, trade secret information, and such other information as may be requested by the disclosing party. Such receiving party must provide the disclosing party with the proposed confidential treatment request under clause (iii) immediately preceding with reasonable time for such disclosing party to provide comments, and must include in such confidential treatment request all reasonable comments of the disclosing party; 2. disclosure, in connection with the performance of this A&R Agreement and solely on a “need to know basis”, to the receiving party’s AFFILIATES, existing or potential collaborators (including existing or potential co-marketing and co-promotion contractors), research collaborators, employees, consultants, or agents, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use no less restrictive than the obligations set forth in this Paragraph 6.2, which agreement must exclude any permitted disclosures under Paragraph 6.2(c). In connection with any such permitted disclosure, such receiving party is principally responsible for any failure by any person receiving confidential information pursuant to this Paragraph 6.2(b) to treat such confidential information as required under this Paragraph 6.2; and 3. disclosure made by such receiving party to existing or potential acquirers, merger candidates, Sublicensees, investment bankers, public and private sources of funding, existing or potential investors, venture capital firms or other governmental authoritiesfinancial institutions or investors for purposes of obtaining financing or in connection with an acquisition, conducting clinical trialsmerger, Sublicense or making a permitted sub-licence or otherwise exercising its rights hereundersimilar transaction, provided that if a Party is required to make such receiving party has secured an agreement from any such disclosure third party to be bound by obligations of confidentiality and restrictions on use of confidential information that are no less restrictive than the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithParagraph 6.2.

Secrecy. 12.1.1 8.1.1. Any Confidential Information information, whether written or oral (provided that oral information shall be reduced to writing within one month by the party giving the oral information and the written form shall be furnished to the other party) pertaining to the Product that has been or will be communicated or delivered by Elan any Party to Acorda, and any information from time to time communicated or delivered by Acorda to Elanthe other, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer informationinformation (collectively, "Confidential Information"), shall be treated by Acorda Newco, Sheffield and Elan, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section Article to the extent that such Confidential Information: 12.1.1.1 (A) is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential informationConfidential Information; or 12.1.1.2 (B) was known to the Party receiving such confidential information Confidential Information prior to the receipt of such confidential information Confidential Information by such Party, whether received before or after the date of this AgreementEffective Date; or 12.1.1.3 (C) is obtained by the Party receiving such confidential information Confidential Information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential informationConfidential Information; or 12.1.1.4 (D) is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 8.1.2. Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Partythird party; providedPROVIDED, howeverHOWEVER, that such confidential information Confidential Information may be disclosed within the limits required to obtain any authorisation authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 8.1.3. Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence license or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s 's Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save except to the extent inappropriate in the case of patent applications and regulatory submissionsapplications, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 8.1.4. Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda 8.1.5. Newco and Elan Sheffield will not publicise publicize the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other subject to the disclosure requirements of applicable laws and regulations; provided, however, . The Parties agree that it is understood that promptly following the Parties or their Affiliates may make disclosure execution of this Agreement and they shall issue an agreed press release which will not disclose the terms hereof in any filings required by the SEC, may file of this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filingsAgreement. In the event that either Party one of the Parties wishes to make an announcement concerning the Agreement, that Party shall will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other PartyParties. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 10.1.1 Any Confidential Information information, whether written or oral pertaining to the Product PRODUCT that has been or will be communicated or delivered by Elan WFHC to AcordaMUTUAL, and any information from time or by MUTUAL to time communicated or delivered by Acorda to ElanWFHC, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda MUTUAL and ElanWFHC, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section herein to the extent that such Confidential Informationconfidential information: 12.1.1.1 (a) is available to the public in public literature or otherwise, or after disclosure by one Party party to the other becomes public knowledge through no default fault of the Party party receiving such confidential information; or 12.1.1.2 (b) was known to the Party party receiving such confidential information prior to the receipt of such confidential information by such Partyparty as established by relevant documentary evidence, whether received before or after the date of this Agreement; or 12.1.1.3 (c) is obtained by the Party party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential informationinformation as established by relevant documentary evidence; or 12.1.1.4 (d) is independently developed by employees of the party receiving such confidential information who did not have access to such confidential information as established by relevant documentary evidence; or (e) is required to be disclosed pursuant to: (Ai) any order of a court having jurisdiction and power to order such information to be released or made public; or (Bii) any lawful action of a governmental or regulatory agencyagency provided that each party shall notify the other in writing of any disclosure of information required hereunder prior to such disclosure; provided that the party provides reasonable prior notice of such required disclosure to the other party and, if requested by such other party, uses all reasonable efforts to secure confidential protection of such information. 12.1.2 10.1.2 Each Party party shall take in relation to the confidential information of the other party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Partyparty, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure 10.1.3 Each of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party parties agrees that it will not use, directly or indirectly, any Confidential Information know-how of the other party as the case may be, or other confidential information disclosed to it by the other Party party or obtained by it from the other party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan 10.1.4 Neither party will not publicise publicize the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other party subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party party wishes to make an announcement concerning the Agreement, that Party shall party will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Partyparty. The terms of any such announcement shall be agreed in good faith. WFHC and MUTUAL shall also co-operate in good faith with respect to any stock exchange filings, public announcements, or filings with the United States Securities and Exchange Commission which may be necessary following execution of this Agreement.

Secrecy. 12.1.1 17.1.1 Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the party giving the oral information and the written form shall be furnished to the other party) pertaining to the Product PRODUCT that has been or will be communicated or delivered by Elan ELAN to AcordaMINIMED, and any information from time or by MINIMED to time communicated or delivered by Acorda to ElanELAN, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda MINIMED and ElanELAN, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section herein to the extent that such Confidential Information:confidential information:- 12.1.1.1 (1) is available to the public in public literature or otherwise, or after disclosure by one Party party to the other becomes public knowledge through no default of the Party party receiving such confidential information; or 12.1.1.2 (2) was known to the Party party receiving such confidential information prior to the receipt of such confidential information by such Partyparty, whether received before or after the date of this Agreement; or 12.1.1.3 (3) is obtained by the Party party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 (4) is required to be disclosed pursuant to: (A) any order of a court having competent jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyagency or stock exchange provided that each party shall notify the other in writing of any disclosure of information required hereunder prior to such disclosure. 12.1.2 17.1.2 Each Party party shall take in relation to the confidential information of the other party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA applicable RHA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Partyparty, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure 17.1.3 Each of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party parties agrees that it will not use, directly or indirectly, any Confidential Information know-how of the other party (ELAN KNOW-HOW or MINIMED KNOW- HOW, as the case may be), or other confidential information disclosed to it by the other Party party or obtained by it from the other party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 Any Confidential Information pertaining 14.1 Except to the Product that has been extent expressly authorized by this Agreement or will be communicated or delivered otherwise agreed to in writing by Elan to Acordathe parties, each party agrees that, for the term of this Agreement and any information from time to time communicated or delivered by Acorda to Elanfor seven (7) years thereafter, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, it shall be treated by Acorda and Elan, respectively, as Confidential Information, keep confidential and shall not be disclosed publish or revealed to otherwise disclose and shall not use for any Third Party whatsoever or used in any manner except purpose other than as expressly provided for herein; provided, however, that such in this Agreement any Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed furnished to it by the other Party as it normally takes party pursuant to this Agreement, except that the foregoing shall not apply to any information for which the receiving party can demonstrate, by competent proof, that it: (a) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (c) later became part of the public domain through no act or omission of the receiving party; (d) was disclosed to the receiving party without obligations of confidentiality with its own confidential respect thereto, by a third party who had no obligation to the disclosing party not to disclose such information to prevent any improper disclosure others; or (e) was independently developed by employees of the either party who were unaware of and did not have access to Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreementeither party. 12.1.3 Notwithstanding the above, each Party hereto 14.2 Each party may use or disclose Confidential Information disclosed to it by the other Party party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applicationsfor the following reasons: (a) for regulatory filings, including filings with the U.S. Securities Exchange Commission, and filings with Regulatory Authorities permitted hereunder; (b) prosecuting or defending litigation, ; and (c) complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authoritiesregulations, conducting clinical trialscourt orders, or making and legal requirements. [*] = 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. Notwithstanding the foregoing, in the event a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party party is required to make any such a disclosure of the other party’s 's Confidential Information, other than Information pursuant to a confidentiality agreementthis Section 14.2 it will, it will given except where impracticable, give reasonable advance notice to the latter Party other party of such disclosure and, save and use reasonable efforts to cooperate with the extent inappropriate in the case of patent applications and regulatory submissions, will use its best disclosing party's efforts to secure confidential treatment of such information prior information. In any event, each party agrees to take all reasonable actions to avoid any unauthorized use or disclosure of Confidential Information of the other party hereunder. 14.3 Notwithstanding the provisions of Section 14.1 hereinabove, PENINSULA may disclose TAKEDA's Confidential Information to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not useofficers and employees, directly or indirectlysublicensees, any Confidential Information disclosed by advisors, consultants, its distributors in each country of the other Party pursuant to this Agreement or the Supply AgreementTerritory, other than as expressly provided herein or and Regulatory Authorities in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the otherTerritory, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure PENINSULA shall use commercially reasonable efforts to impose upon such disclosees obligations of this Agreement confidentiality and the terms hereof non-use at least equivalent in any filings required by the SEC, may file this Agreement as an exhibit scope to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information those set forth in such filings. In Sections 14.1 and 14. 14.4 The Parties agree to that each Party may issue the event that either Party wishes to make an announcement concerning agreed Press Release in the Agreementform attached as Schedule VI, that Party shall seek after the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithEffective Date.

Secrecy. 12.1.1 8.1.1. Any Confidential Information information, whether written or oral (provided that oral information shall be reduced to writing within one month by the party giving the oral information and the written form shall be furnished to the other party) pertaining to the Product Products that has been or will be communicated or delivered by *** Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, confidential portions of this Exhibit have been deleted and filed separately with the Securities Exchange Commission pursuant to a request for confidential treatment. Elan to AcordaMedi-Ject, and any information from time to time communicated or delivered by Acorda Medi-Ject to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer informationinformation (collectively, "Confidential Information'), shall be treated by Acorda Medi-Ject and Elan, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section Article to the extent that such Confidential Information: 12.1.1.1 (A) is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential informationConfidential Information; or 12.1.1.2 (B) was known to the Party receiving such confidential information Confidential Information prior to the receipt of such confidential information Confidential Information by such Party, whether received before or after the date of this AgreementEffective Date; or 12.1.1.3 (C) is obtained by the Party receiving such confidential information Confidential Information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential informationConfidential Information; or 12.1.1.4 (D) is required to be disclosed pursuant to: (A1) any order of a court having jurisdiction and power to order such information to be released or made public; or (B2) any lawful action of a governmental or regulatory agency. 12.1.2 8.1.2. Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Partythird party; provided, however, that such confidential information Confidential Information may be disclosed within the limits required to obtain any authorisation authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 8.1.3. Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence license or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s 's Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save except to the extent inappropriate in the case of patent applications and regulatory submissionsapplications, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 8.1.4. Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 16.1.1 Any Confidential Information information, whether written or oral (oral information shall be reduced to writing within one month by the party giving the oral information and the written form shall be furnished to the other party) pertaining to the Product PRODUCT that has been or will be communicated or delivered by Elan ELAN to AcordaLIGAND, and any information from time or by LIGAND to time communicated or delivered by Acorda to ElanELAN, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda LIGAND and ElanELAN, respectively, as Confidential Informationconfidential information, and shall not be disclosed or revealed to any Third Party third party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information confidential information shall not be subject to the restrictions and prohibitions set forth in this section herein to the extent that such Confidential Informationconfidential information: 12.1.1.1 (1) is available to the public in public literature or otherwise, or after disclosure by one Party party to the other becomes public knowledge through no default of the Party party receiving such confidential information; or 12.1.1.2 (2) was known to the Party party receiving such confidential information prior to the receipt of such confidential information by such Partyparty, whether received before or after the date of this AgreementEFFECTIVE DATE; or 12.1.1.3 (3) is obtained by the Party party receiving such confidential information from a Third Party third party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 (4) is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyagency provided that each party shall notify the other in writing of any disclosure of information required hereunder prior to such disclosure and shall use all reasonable efforts to restrict the scope of disclosure, including without limitation by agreeing to appropriate redactions and/or making requests for confidential treatment. 12.1.2 16.1.2 Each Party party shall take in relation to the confidential information of the other party all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party such confidential information to any Third Partythird party; provided, however, that such confidential information may be disclosed within the limits required to obtain or maintain any authorisation from the applicable FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Partyparty, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party 16.1.3 LIGAND agrees that it will not use, directly or indirectly, any Confidential Information ELAN KNOW-HOW, or other confidential information disclosed to it by the other Party ELAN or obtained by it from ELAN pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreementherein. 12.1.5 Acorda and Elan 16.1.4 Neither party will not publicise the existence of this Agreement in any way without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, other party subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party party wishes to make an announcement concerning the Agreement, that Party shall party will seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Partyparty. The terms of any such announcement shall be agreed in good faith. 16.1.5 At the request of a party in writing, the other party shall not disseminate any public announcement for a period of sixty (60) days from the receipt of such request regarding this Agreement or the transactions contemplated hereby or regarding such requesting party, without such requesting party's consent, which shall not be unreasonably withheld, provided, however, a party may disseminate a public announcement regarding the foregoing if such party obtains an opinion of independent counsel that such party is obligated by law to disseminate such information to the public.

Secrecy. 12.1.1 Any Confidential Information pertaining 14.1 Except to the Product that has been extent expressly authorized by this Agreement or will be communicated or delivered otherwise agreed to in writing by Elan to Acordathe parties, each party agrees that, for the term of this Agreement and any information from time to time communicated or delivered by Acorda to Elanfor seven (7) years thereafter, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, it shall be treated by Acorda and Elan, respectively, as Confidential Information, keep confidential and shall not be disclosed publish or revealed to otherwise disclose and shall not use for any Third Party whatsoever or used in any manner except purpose other than as expressly provided for herein; provided, however, that such in this Agreement any Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed furnished to it by the other Party as it normally takes party pursuant to this Agreement, except that the foregoing shall not apply to any information for which the receiving party can demonstrate, by competent proof, that it: (a) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (c) later became part of the public domain through no act or omission of the receiving party; (d) was disclosed to the receiving party without obligations of confidentiality with its own confidential respect thereto, by a third party who had no obligation to the disclosing party not to disclose such information to prevent any improper disclosure others; or (e) was independently developed by employees of the either party who were unaware of and did not have access to Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreementeither party. 12.1.3 Notwithstanding the above, each Party hereto 14.2 Each party may use or disclose Confidential Information disclosed to it by the other Party party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applicationsfor the following reasons: (a) for regulatory filings, including filings with the U.S. Securities Exchange Commission, and filings with Regulatory Authorities permitted hereunder; (b) prosecuting or defending litigation, ; and (c) complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authoritiesregulations, conducting clinical trialscourt orders, or making and legal requirements. Notwithstanding the foregoing, in the event a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party party is required to make any such a disclosure of the other party’s 's Confidential Information, other than Information pursuant to a confidentiality agreementthis Section 14.2 it will, it will given except where impracticable, give reasonable advance notice to the latter Party other party of such disclosure and, save and use reasonable efforts to cooperate with the extent inappropriate in the case of patent applications and regulatory submissions, will use its best disclosing party's efforts to secure confidential treatment of such information prior information. In any event, each party agrees to its take all reasonable actions to avoid any unauthorized use or disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any of Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Partyparty hereunder. 14.3 Notwithstanding the provisions of Section 14.1 hereinabove, which consent shall not be unreasonably withheld or delayed PENINSULA may disclose TAKEDA's Confidential Information to its officers and shall not be required to the extent the text employees, sublicensees, advisors, consultants, its distributors in each country of the announcement relating Territory, and Regulatory 14.4 The Parties agree to this Agreement has previously been that each Party may issue the agreed to by Press Release in the other Party. The terms of any such announcement shall be agreed in good faithform attached as Schedule VI, after the Effective Date.

Secrecy. 12.1.1 36.1 Any Confidential Information pertaining to the Product that has been data, materials or will be communicated or delivered by Elan to Acorda, and any information from time to time communicated or delivered by Acorda to Elan, (including, without limitation, trade secretsany biological materials and other material such as cell lines, business methodsvectors, genetic material, derivatives, products, progeny or material derived therefrom, or reports prepared pursuant to Section 15), whether in tangible, intangible or in any other form or medium, disclosed by one party to the other (orally, in writing or otherwise) pursuant to this Agreement and cost, supplier, manufacturing and customer information, relating to the Inventions or this Agreement shall be treated by Acorda and Elan, respectively, as deemed the “Confidential Information” of the party disclosing such (the “Disclosing Party”). With respect to the Confidential Information of a Disclosing Party, and shall the party in receipt of such information (the “Receiving Party”) agrees: 36.1.1 not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that use such Confidential Information shall except for the sole purpose of performing under the terms of this Agreement; 36.1.2 to safeguard such Confidential Information against disclosure to others with the same degree of care as it exercises with its own information of a similar nature (but in no event less than reasonable care); 36.1.3 not be subject to disclose such Confidential Information to others (except to its employees, agents or consultants who are bound to the restrictions Receiving Party by a obligations of confidentiality and prohibitions non-use applicable to such Confidential Information at least as strict as set forth in this section to Section 36) without the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default express written permission of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Disclosing Party, whether received before except that the Receiving Party is not prevented from using or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) disclosing any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed of the Disclosing Party that the Receiving Party can demonstrate by its written records: (i) was previously known to it it; (ii) is now or becomes in the future, public knowledge other than through acts or omissions of the Receiving Party or its permitted disclosees; or (iii) is lawfully (including without breach of any confidentiality obligation) obtained or developed by the other Receiving Party from sources independent of the Disclosing Party without access to the Confidential Information of the Disclosing Party. In addition, a Receiving Party may disclose Confidential Information of the Disclosing Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits extent required by law or compelled by a governmental entity or agency or to the extent necessary to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, approval; and 36.1.4 that the foregoing obligations of a Receiving Party with the prior written consent respect to Confidential Information of the other Party, which shall not be unreasonably withheld, a Disclosing Party will continue for a period of five (5) years from any expiration or as may otherwise be required in connection with the purposes termination of this Agreement. 12.1.3 Notwithstanding 36.2 Upon any expiration or termination of this Agreement, a Receiving Party must destroy or return to the above, each Disclosing Party hereto may use or disclose any Confidential Information disclosed to it by the other of such Disclosing Party to the extent Data in its possession within thirty (30) days following such use expiration or disclosure is reasonably necessary in filing or prosecuting patent applicationstermination. However, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Receiving Party is required to make any such disclosure may retain one copy of the other party’s Confidential Information, other than pursuant to Information of a confidentiality agreement, it will given reasonable advance notice to the latter Disclosing Party (except for retention of such disclosure and, save to the extent inappropriate Licensed Materials in the case of patent applications and regulatory submissionsLicensee), will use its best efforts to secure confidential treatment solely for archival purposes in non-working files for the sole purpose of verifying the ownership of the Confidential Information, provided that such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other of a Disclosing Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, permanently subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact in this Section 36 (Secrecy). Within sixty (60) days following any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the expiration or termination of this Agreement, a Receiving Party must provide the Disclosing Party with a written notice that all Confidential Information of such Disclosing Party shall seek the consent of the other Partyhas been returned, which consent shall not be unreasonably withheld destroyed or delayed and shall not be required to the extent the text of the announcement relating to retained solely in accordance with this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faithSection 36.

Secrecy. 12.1.1 Any Confidential Information pertaining Neither LICENSEE nor LICENSOR (each a "Receiving Party") shall directly or indirectly, disclose or use, at any time, either during the currency of this agreement or for five years subsequent to its termination, any secret or any confidential information concerning the Product that has been or will be communicated or delivered by Elan to Acordaother party's processes, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, formulae, apparatus specifications, materials and costsources of supply thereof, suppliercustomers, manufacturing their identities and customer informationrequirements, shall be treated by Acorda discoveries, inventions, patents (including applications and Elanrights in either), respectivelycontracts, as Confidential finances, personnel, their duties and capabilities, research plans, policies and intentions, including matters not technically trade secrets ("Proprietary Information"), and shall not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party dissemination of knowledge whereof might prove prejudicial to the other becomes party, other than to their employees, associates, consultants, independent contractors, customers, licensees, sub-licensees, joint venturers and partners who have a need to know the information disclosed in the course of their duties who shall be advised of these confidentiality requirements and agree to be bound thereby. The disclosing party is responsible for any improper use or disclosure by such persons. Proprietary Information does not include: a) Information which can be established as having been known by the Receiving Party prior to the disclosure of such information by the other party; b) Information which can be demonstrated to have been in the public knowledge through no default domain at the time of disclosure, or which has subsequently been made a part of the Party receiving such confidential informationpublic domain by the disclosing party or others, without the fault of the Receiving Party; c) Information disclosed by one party and specified in writing as not constituting Proprietary Information; or 12.1.1.2 was known d) Information subsequently disclosed to the Receiving Party receiving such confidential information prior by a third party having no obligation of secrecy to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; ordisclosing party. 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is e) Information required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agencyat law. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 Any Confidential Information pertaining to the Product that has been or will be communicated or delivered by Elan to Acorda, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by Acorda and Elan, respectively, as Confidential Information, and shall not be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such Confidential Information shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such Confidential Information: 12.1.1.1 is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such confidential information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions with Confidential Information disclosed to it by the other Party as it normally takes with its own confidential information to prevent any improper disclosure of the Confidential Information disclosed to it by the other Party to any Third Party; provided, however, that such confidential information may be disclosed within the limits required to obtain any authorisation from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 12.1.3 Notwithstanding the above, each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any Confidential Information disclosed by the other Party pursuant to this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its business, provided, further, that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality 39 obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.

Secrecy. 12.1.1 Any 7.1 The Parties undertake to keep (i) any and all information in connection with this Agree- ment, as well as (ii) any and all information transmitted to them in this connection by the other party, - respectively independent of the type and form of the information and the type of the disclosure or transmission - (hereinafter “Confidential Information”) confidential and to exclusively use it for the fulfillment of the obligations towards the other party from this Agreement. The Parties will take all suitable precautions to ensure the confidentiality of the Confidential Information pertaining and to avoid any kind of intentional or unintentional publication of the Confidential Information. In particular, they must en- sure that unauthorized parties cannot gain access to the Product Confidential Information. The Parties will ensure that the Confidential Information is secured against unauthorized third-party access by suitable confidentiality measures. 7.2 Not covered by this shall be such information, which demonstrably (i) has already been accessible to either of the Parties at the time of transmission or later to the public without any involvement of either of the Parties, or (ii) had already been known to either of the Parties at the time of transmission, or (iii) has been made accessible to either of the Parties by a third party following transmission, as long as the party or will be communicated third party did not violate a secrecy agreement for gaining such knowledge, or delivered (iv) has been de- veloped by Elan either of the Parties within the scope of own independent developments without recourse to Acordathe Confidential Information. The burden of proof for the presence of the prerequisites for non-infringement or later lapse of the secrecy obligation, and any information from time to time communicated or delivered by Acorda to Elan, including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer informationresp., shall be treated borne by Acorda and Elan, respectively, as the party referring thereto. Either party may disclose Confidential Information, as far as they have been obliged to do so due to a law, a judicial or official order. In this case, the respective party will only disclose the parts of the information ordered and shall not immediately inform the other party about the order and the disclosures to be disclosed or revealed to any Third Party whatsoever or used in any manner except as expressly provided for herein; provided, howeverundertaken. 7.3 The recipient of the information acknowledges, that such Confidential Information shall not be subject to that party remains the restrictions and prohibitions set forth sole propri- etor of a trade secret contained in this section to the extent that such Confidential Information: 12.1.1.1 is available to , who has legal control over the public in public literature or otherwisetrade secret, or after disclosure by one Party to and that the other becomes public knowledge through no default recipient of the Party receiving such confidential information does not become a co-pro- prietor of the trade secret solely by provision of the information; or 12.1.1.2 was known to the Party receiving such confidential information prior to the receipt of such confidential information by such Party, whether received before or after the date of this Agreement; or 12.1.1.3 is obtained by the Party receiving such confidential information from a Third Party not subject to a requirement of confidentiality with respect to such confidential information; or 12.1.1.4 is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) any lawful action of a governmental or regulatory agency. 12.1.2 Each Party shall take all such precautions 7.4 The recipient of the information will not derive any rights, in particular from prior use, with Confidential Information disclosed regard to it by industrial property rights of the other Party as it normally takes with its own confidential information to prevent any improper disclosure provider from the knowledge of the Confidential Information disclosed to it within the scope of this Agreement. The re- cipient of the information acknowledges that the disclosed Confidential Information is owned by the other Party information provider. 7.5 The recipient of the information acknowledges, that the proprietor of a trade secret contained in Confidential Information (without prejudice to any Third Party; providedthe rights he/she is entitled to according to the German Law on the Protection of Trade Secrets) has all the prop- erty, usage, and exploitation rights in the Confidential Information. 7.6 The recipient of the information undertakes to only make Confidential Information ac- cessible to such employees and bodies of the recipient of the information and/or ex- ternal consultants, who necessarily require it for the implementation or performance, resp., of the purpose stated in the preamble to this Agreement and as far as this is required for the implementation or performance, resp., of this purpose. In this case, however, the recipient of the information shall be obliged to ensure that such confidential these persons are likewise subject to a confidentiality obligation, which with regard to the obligation of secrecy must not be less strict than the obligation the recipient of the information may is subject to due to this Agreement, as far as they are not already obliged to secrecy due to their position. Furthermore, the recipient of the information shall not be disclosed within the limits required entitled to obtain any authorisation from the FDA pass on Confidential Information or any other United States parts of America or foreign governmental or regulatory agency orConfidential Information to third parties (not even under a confidentiality agreement), unless this takes place with the prior written consent by the information provider. 7.7 The recipient of the other Party, which shall not be unreasonably withheld, or as may otherwise be required information will only use the Confidential Information transferred by the information provider within the scope of the purpose stated in connection with the purposes of this Agreement. 12.1.3 Notwithstanding 7.8 The recipient of the aboveinformation undertakes to refrain from (without an explicit other authorization from this Agreement) disassembling, each Party hereto may use reverse-engineering, deconstruct- ing or disclose otherwise determining (in particular by way of reverse engineering) the compo- sition or the internal (physical) layout of samples and Confidential Information disclosed to it provided by the other Party to the extent such use or disclosure is reasonably necessary in filing or prosecuting patent applicationsinformation provider, prosecuting or defending litigation, complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities, conducting clinical trials, or making a permitted sub-licence or otherwise exercising its rights hereunder, provided that if a Party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it will given reasonable advance notice to the latter Party of such disclosure and, save to the extent inappropriate in the case of patent applications and regulatory submissions, will use its best efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise). 12.1.4 Each Party agrees that it will not use, directly or indirectly, any insofar as this Confidential Information disclosed by the other Party pursuant to is not publicly avail- able or insofar as this Agreement or the Supply Agreement, other than as expressly provided herein or in the Supply Agreement. 12.1.5 Acorda and Elan will not publicise the existence of this Agreement in any way without the consent of the other, which consent shall not be unreasonably withheld or delayed, subject to the disclosure requirements of applicable laws and regulations; provided, however, that it is understood that the Parties or their Affiliates may make disclosure of this Agreement and the terms hereof in any filings required by the SEC, may file this Agreement as an exhibit to any filing with the SEC and may distribute any such filing in the ordinary course of its businessaction is not permitted according to §§ 69d, provided69e UrhG (German Copyright Act) or § 11 No. 2 PatG (German Patents Act), further§ 12 No. 2 GebrMG (German Utility Model Act), that to the maximum extent allowable by SEC rules and regulations, the Parties shall be seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings. In the event that either Party wishes to make an announcement concerning the Agreement, that Party shall seek the consent of the other Party, which consent shall not be unreasonably withheld or delayed and shall not be required to the extent the text of the announcement relating to this Agreement has previously been agreed to by the other Party. The terms of any such announcement shall be agreed in good faith.§ 10